Common use of REACQUISITION OF RECEIVABLES UPON BREACH Clause in Contracts

REACQUISITION OF RECEIVABLES UPON BREACH. (a) Upon discovery by the Issuer or the Servicer or upon the actual knowledge of a Responsible Officer of the Trustee of a breach of any of the representations and warranties of the Issuer set forth in Section 2.04, the party discovering such breach shall give prompt written notice to the others. If, as a result of such breach, any Receivable is rendered uncollectible or the Trustee's rights in, to or under such Receivable or the proceeds thereof are materially impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of the Note Balance equal to the Acquisition Payment related to such Receivable or (ii) if the Seller has the right to demand, or is obligated to accept, substitution of Receivables of equal or greater value from the Originating Institution (the "Substitute Receivables") of the affected Receivables upon such a breach under the applicable Asset Sale Agreement, and the Seller has contributed (or simultaneously with the removal of the Receivables affected by such breach, will contribute) such Substitute Receivables to the Issuer pursuant to the Receivables Contribution Agreement, the Issuer shall cause Substitute Receivables to become subject to this lien under this Indenture; and, in each case, if necessary, the Issuer shall enforce the obligation of the Seller under the Receivables Contribution Agreement to reacquire such Receivable from the Issuer, unless such breach shall have been cured within 30 days after the earlier to occur of the discovery of such breach by the Issuer or receipt of written notice of such breach by the Issuer, such that the relevant representation and warranty shall be true and correct in all material respects as if made on such day, and the Issuer

REACQUISITION OF RECEIVABLES UPON BREACH. (a) Upon discovery by the Issuer or the Servicer (which discovery shall be deemed to have occurred upon the receipt of notice by a Responsible Officer of the Issuer or the Servicer) or upon the actual knowledge of a Responsible Officer of the Trustee of a breach of any of the representations and warranties of the Issuer set forth in Section 2.047.01, the party discovering such breach shall give prompt written notice to the others. If, as If such breach has or would have a result material adverse effect on the rights or interests of such breach, any Receivable is rendered uncollectible the Noteholders or the Trustee's rights in, Note Insurer with respect to all or under such Receivable or the proceeds thereof are materially impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of the Note Balance equal to the Acquisition Payment related to such Receivable or (ii) if the Seller has the right to demand, or is obligated to accept, substitution of Receivables of equal or greater value from the Originating Institution (the "Substitute Receivables") of the affected Receivables upon such a breach under the applicable Asset Sale Agreement, and the Seller has contributed (or simultaneously with the removal of the Receivables affected by such breach, will contribute) such Substitute Receivables to the Issuer pursuant to the Receivables Contribution Agreement, the Issuer shall cause Substitute reacquire the Receivables to become subject to this lien under this Indenture; and, in each case, if necessary, the Issuer shall enforce the obligation of the Seller under the Receivables Contribution Agreement to reacquire such Receivable the Receivables from the Issuer, unless such breach shall have been cured within 30 thirty (30) days after the earlier to occur of the discovery of such breach by the Issuer or receipt of written notice of such breach by the Issuer, such that the relevant representation and warranty shall be true and correct in all material respects as if made on such day, and the IssuerIssuer shall have delivered to the Trustee a certificate of any Responsible Officer of the Issuer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. This repurchase obligation shall pertain to all representations and warranties of the Issuer contained in Section 7.01, whether or not the Issuer has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. The Issuer will be obligated to accept the reassignment of the Receivables as set forth above on the Remittance Date next succeeding the date on which such reassignment obligation arises. In consideration of the reacquisition of the Receivables, on such Remittance Date, the Issuer shall remit the aggregate Acquisition Payments of the Receivables to the Note Account in the manner specified -50- 58 in Section 4.03. The payment of such consideration, in immediately available funds, will be considered a payment in full of the Receivables.

REACQUISITION OF RECEIVABLES UPON BREACH. (a) Upon discovery by the Issuer or the Servicer (which discovery shall be deemed to have occurred upon the receipt of notice by a Responsible Officer of the Issuer or the Servicer) or upon the actual knowledge of a Responsible Officer of the Trustee of a breach of any of the representations and warranties of the Issuer set forth in Section 2.046.01, the party discovering such breach shall give prompt written notice to the others. If, as If such breach has or would have a result material adverse effect on the rights or interests of such breach, any Receivable is rendered uncollectible the Noteholders or the Trustee's rights in, to or under such Receivable or the proceeds thereof are materially impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of the Note Balance equal to the Acquisition Payment related to such Receivable or (ii) if the Seller has the right to demand, or is obligated to accept, substitution of Receivables of equal or greater value from the Originating Institution (the "Substitute Receivables") of the affected Receivables upon such a breach under the applicable Asset Sale Agreement, and the Seller has contributed (or simultaneously with the removal of the Receivables affected by such breach, will contribute) such Substitute Receivables to the Issuer pursuant to the Receivables Contribution AgreementInsurer, the Issuer shall cause Substitute reacquire the Receivables to become subject to this lien under this Indenture; and, in each case, if necessary, the Issuer shall enforce the obligation of the Seller under the Receivables Contribution Agreement to reacquire such Receivable the Receivables from the Issuer, unless such breach shall have been cured within 30 days after the earlier to occur of the discovery of such breach by the Issuer or receipt of written notice of such breach by the Issuer, such that the relevant representation and warranty shall be true and correct in all material respects as if made on such day, and the IssuerIssuer shall have delivered to the Trustee a certificate of any Responsible Officer of the Issuer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. This repurchase obligation shall pertain to all representations and warranties of the Issuer contained in Section 6.01, whether or not the Issuer has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. The Issuer will be obligated to accept the reassignment of the Receivables as set forth above on the Remittance Date next succeeding the date on which such reassignment obligation arises. In consideration of the reacquisition of the Receivables, on such Remittance Date, the Issuer shall remit the aggregate Acquisition Payments of the Receivables to the Collection Account in the manner specified in Section 4.03. The payment of such consideration, in immediately available funds, will be considered a payment in full of the Receivables.

REACQUISITION OF RECEIVABLES UPON BREACH. (a) Upon discovery by the Issuer or the Servicer or upon the actual knowledge of a Responsible Officer of the Trustee or a Noteholder of a breach of any of the representations and warranties of the Issuer Seller set forth in Section 2.044(aa) of the Receivables Contribution Agreement, the party discovering such breach shall give prompt written notice to the others. If, as If such breach has or would have a result material adverse effect on the rights or interests of such breach, any Receivable is rendered uncollectible the Noteholders with respect to all or the Trustee's rights in, to or under such Receivable or the proceeds thereof are materially impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of the Note Balance equal to the Acquisition Payment related to such Receivable or (ii) if the Seller has the right to demandReceivables, or is obligated to accept, substitution of Receivables of equal or greater value from the Originating Institution (the "Substitute Receivables") of the affected Receivables upon such a breach under the applicable Asset Sale Agreement, and the Seller has contributed (or simultaneously with the removal of the Receivables affected by such breach, will contribute) such Substitute Receivables to the Issuer pursuant to the Receivables Contribution Agreement, the Issuer shall cause Substitute Receivables to become subject to this lien under this Indenture; and, in each case, if necessary, the Issuer shall enforce the obligation of the Seller under the Receivables Contribution Agreement to reacquire such Receivable from the Issuerthen, unless such breach and the resulting impairment shall have been cured within 30 days after the earlier to occur of the discovery of such breach by the Issuer or receipt by the Issuer of written notice of such breach by the Issuerbreach, such that the relevant representation and warranty shall be true and correct in all material respects as if made on such day, and the Issuer shall have delivered to the Trustee and each Noteholder an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct, the Issuer shall pay the Release Payment with respect to the affected Receivable(s) to the Collection Account on the first Business Day after the expiration of such 30-day period. This repurchase obligation shall pertain to all representations and warranties of the Seller contained in Section 4(aa) of the Receivables Contribution Agreement, whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. If the Issuer fails to pay such Release Payment within five (5) Business Days of the date when it is due pursuant to the Receivables Contribution Agreement, the Trustee shall enforce the Issuer's remedies against the Seller under the Receivables Contribution Agreement for the breach of such representation and warranty. Upon any such receipt of the Release Payment in the Collection Account, the Trustee on behalf of the Noteholders shall, without further action, be deemed to release its security interest in, to and under the Removed Receivable so repurchased, all monies due or to become due with respect thereto after the date of such release and all proceeds thereof and the Trustee shall indicate such release on the most current Schedule of Receivables. The Trustee shall (at the Issuer's expense) execute such documents and instruments of release and take such other actions as shall be reasonably requested and prepared by the Issuer to effect the security interest release pursuant to this Section. The sole remedies of the Trustee and the Noteholders with respect to a breach of the Seller's representations and warranties pursuant to Section 4(aa) of the Receivables Contribution Agreement shall be to enforce the obligation of the Issuer hereunder and the remedies of the Issuer against the Seller under the Receivables Contribution Agreement. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repayment for any Receivable pursuant to this Section, except as otherwise provided in Section 10.02.

REACQUISITION OF RECEIVABLES UPON BREACH. (a) Upon discovery by the Issuer or the Servicer or upon the actual knowledge of a Responsible Officer of the Trustee of a breach of any of the representations and warranties of the Issuer set forth in Section 2.04, the party discovering such breach shall give prompt written notice to the others. If, as a result of such breach, any Receivable is rendered uncollectible or the Trustee's rights in, to or under such Receivable or the proceeds thereof are materially impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of reacquire from the Note Balance equal to the Acquisition Payment related to Trustee such Receivable or (ii) if the Seller has the right to demand, or is obligated to accept, substitution of Receivables of equal or greater value from the Originating Institution (the "Substitute Receivables") of the affected Receivables upon such a breach under the applicable Asset Sale Agreement, and the Seller has contributed (or simultaneously with the removal of the Receivables affected by such breach, will contribute) such Substitute Receivables to the Issuer pursuant to the Receivables Contribution Agreement, the Issuer shall cause Substitute Receivables to become subject to this lien under this Indenture; and, in each case, if necessary, the Issuer shall enforce the obligation of the Seller under the Receivables Contribution Agreement to reacquire such Receivable from the Issuer, unless such breach shall have been cured within 30 days after the earlier to occur of the discovery of such breach by the Issuer or receipt of written notice of such breach by the Issuer, such that the relevant representation and warranty shall be true and correct in all material respects as if made on such day, and the Issuer shall have delivered to the Trustee, the Note Insurer and each Noteholder an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. This repurchase obligation shall pertain to all representations and warranties of the Issuer contained in Section 2.04, whether or not the Issuer has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. The Issuer will be obligated to accept any reassignment of a Receivable as set forth above on the Remittance Date following the date on which such reassignment obligation arises. In consideration of the reacquisition of any such Receivable, on the Remittance Date immediately following the date on which such reassignment obligation arises, the Issuer shall remit the Acquisition Payment of such Receivable to the Collection Account in the manner specified in Section 4.03. Upon any such reacquisition, the Trustee on behalf of the Noteholders and the Note Insurer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Issuer, all right, title and interest of the Trustee on behalf of the Noteholders in, to and under the Removed Receivable so reacquired, all monies due or to become due with respect thereto on the aforementioned Remittance Date and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Issuer to effect the conveyance of such Receivable pursuant to this Section. The sole remedies of the Trustee, the Noteholders and the Note Insurer with respect to a breach of the Issuer's representations and warranties pursuant to Section 2.04 shall be to require the Issuer to reacquire the related Receivable pursuant to this Section and to enforce the Issuer's obligation hereunder to enforce the obligation of the Seller under the Receivables Contribution Agreement to reacquire such Receivable from the Issuer. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the reacquisition of any Receivable pursuant to this Section, except as otherwise provided in Section 9.02.

REACQUISITION OF RECEIVABLES UPON BREACH. (a) Upon discovery by the Issuer or the Servicer (which discovery shall be deemed to have occurred upon the receipt of notice by a Responsible Officer of the Issuer or the Servicer) or upon the actual knowledge of a Responsible Officer of the Trustee of a breach of any of the representations and warranties of the Issuer set forth in Section 2.047.01, the party discovering such breach shall give prompt written notice to the others. If, as If such breach has or would have a result material adverse effect on the rights or interests of such breach, any Receivable is rendered uncollectible the Noteholders or the Trustee's rights in, Note Insurer with respect to all or under such Receivable or the proceeds thereof are materially impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of the Note Balance equal to the Acquisition Payment related to such Receivable or (ii) if the Seller has the right to demand, or is obligated to accept, substitution of Receivables of equal or greater value from the Originating Institution (the "Substitute Receivables") of the affected Receivables upon such a breach under the applicable Asset Sale Agreement, and the Seller has contributed (or simultaneously with the removal of the Receivables affected by such breach, will contribute) such Substitute Receivables to the Issuer pursuant to the Receivables Contribution Agreement, the Issuer shall cause Substitute reacquire the Receivables to become subject to this lien under this Indenture; and, in each case, if necessary, the Issuer shall enforce the obligation of the Seller under the Receivables Contribution Agreement Sale Agreement, as the case may be, to reacquire such Receivable the Receivables from the Issuer, unless such breach shall have been cured within 30 thirty (30) days after the earlier to occur of the discovery of such breach by the Issuer or receipt of written notice of such breach by the Issuer, such that the relevant representation and warranty shall be true and correct in all material respects as if made on such day, and the IssuerIssuer shall have delivered to the Trustee a certificate of any Responsible Officer of the Issuer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. This repurchase obligation shall pertain to all representations and warranties of the Issuer contained in Section 7.01, whether or not the Issuer has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. The Issuer will be obligated to accept the reassignment of the Receivables as set forth above on the Remittance Date next succeeding the date on which such reassignment obligation arises. In consideration of the reacquisition of the Receivables, on such Remittance Date, the Issuer shall remit the aggregate Acquisition Payments of the Receivables to the Note Account in the manner specified in Section 4.03. The payment of such consideration, in immediately available funds, will be considered a payment in full of the Receivables.

REACQUISITION OF RECEIVABLES UPON BREACH. (a) Upon discovery by the Issuer or the Servicer or upon the actual knowledge of a Responsible Officer of the Trustee of a breach of any of the representations and warranties of the Issuer set forth in Section 2.04, the party discovering such breach shall give prompt written notice to the others. If, as a result of such breach, any Receivable is rendered uncollectible or the Trustee's rights in, to or under such Receivable or the proceeds thereof are materially impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of the Note Balance equal to the Acquisition Payment related to such Receivable or (ii) if Midland or the Seller has the right to demand, or is obligated to accept, substitution of Receivables of equal or greater value from the Originating Institution Institution, or in the case of the Seller, from Midland, (the "Substitute Receivables") of the affected Receivables upon such a breach under the applicable Asset Sale Agreement, or in the case of the Seller under the SPC Receivables Contribution Agreement, and the Seller has contributed (or simultaneously with the removal of the Receivables affected by such breach, will contribute) such Substitute Receivables to the Issuer pursuant to the Receivables Contribution Sale Agreement, the Issuer shall cause Substitute Receivables to become subject to this lien under this Indenture; and, in each case, if necessary, the Issuer shall enforce the obligation of the Seller under the Receivables Contribution Agreement Sale Agreement, as the case may be, to reacquire such Receivable from the Issuer, unless such breach shall have been cured within 30 days after the earlier to occur of the discovery of such breach by the Issuer or receipt of written notice of such -18- 26 breach by the Issuer, such that the relevant representation and warranty shall be true and correct in all material respects as if made on such day, and the IssuerIssuer shall have delivered to the Trustee, the Note Insurer and each Noteholder an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. This reacquisition or substitution obligation shall pertain to all representations and warranties of the Issuer contained in Section 2.04, whether or not the Issuer has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. The Issuer will be obligated to accept any reassignment of a Receivable as set forth above on the Remittance Date following the date on which such reassignment obligation arises. In consideration of the reacquisition of any such Receivable, on the Remittance Date immediately following the date on which such reassignment obligation arises, the Issuer shall remit the Acquisition Payment of such Receivable to the Collection Account in the manner specified in Section 4.03 or shall cause Substitution Receivables to become a part of the Trust Property hereunder.