Common use of Reassignment of All Receivables Clause in Contracts

Reassignment of All Receivables. (i) If any representation or warranty under Section 3.1(a) or (b) is not true and correct as of the date specified therein and such breach has a material adverse effect on the interests of the Securityholders, then any of the Indenture Trustee, the Owner Trustee and the holders of outstanding Securities evidencing not less than a majority of the Outstanding Amount and a majority of the Voting Interests of all outstanding Certificates, by written notice to the Depositor with a copy to the Servicer, the Indenture Trustee and the Owner Trustee, may direct the Depositor to accept the reassignment of all Receivables held by the Trust and the related Collateral Security pursuant to this Section 3.1(c) within 60 days of such notice, or within such longer period specified in such notice and pay the Reassignment Amount on any Monthly Distribution Date within such period; provided, however, that no such reassignment shall be made if, prior to the time such reassignment is to occur, the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. (ii) Upon the reassignment of all Receivables held by the Trust and the related Collateral Security, subject to the payment to the Trust of the Reassignment Amount, the Trust shall automatically and without further action be deemed to sell, transfer, assign and otherwise convey to the Depositor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivables and such related Collateral Security. Each of the Indenture Trustee and the Owner Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as they shall reasonably be requested by the Depositor to effect the conveyance pursuant to this Section 3.1(c). (iii) It is understood and agreed that the obligation of the Depositor to repurchase the Receivables (and the related Collateral Security) in the event of a breach of a representation or warranty made in Section 3.1(a) or (b) has occurred and is continuing and the obligation of the Depositor to pay the Reassignment Amount therefor shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor for such breach available to the Issuing Entity, the Securityholders, the Owner Trustee or the Indenture Trustee.

Reassignment of All Receivables. (a) In the event that (i) If any representation of the representations and warranties set forth in Section 4.1(a)(i), 4.1(a)(iii) or warranty 4.2(a) or in Section 5(a) or 5(b) of any Supplemental Conveyance is breached or a material amount of Receivables are not Eligible Receivables and, as a result of such breach, the Purchaser is required under Section 3.1(a2.4(e) of the Restated Agreement to accept reassignment of all of the Receivables or (bii) any of the representations and warranties made by the Seller as Transferor under the Prior Agreement is not true and correct in any material respect as of the date specified therein and and, as a result of such breach has a material adverse effect on the interests of the Securityholders, then any of the Indenture Trusteebreach, the Owner Trustee and Purchaser is required under the holders of outstanding Securities evidencing not less than a majority of the Outstanding Amount and a majority of the Voting Interests of all outstanding Certificates, by written notice to the Depositor with a copy to the Servicer, the Indenture Trustee and the Owner Trustee, may direct the Depositor Restated Agreement to accept the reassignment of all of the Receivables, the Seller shall accept reassignment of all of the Receivables held on the terms and conditions set forth in Section 6.2(b). (b) The Seller shall accept reassignment of all of the Receivables as described in Section 6.2(a) on the date on which the Receivables are reassigned to the Purchaser under Section 2.4(e) of the Restated Agreement. The Seller shall pay for the reassigned Receivables by paying to the Trust and Purchaser, not later than 2:00 P.M. (New York City time) on the related Collateral Security pursuant to this Section 3.1(c) within 60 days of such notice, or within such longer period specified in such notice and pay Business Day preceding the Reassignment Amount on any Monthly Distribution Date within such period; provided, however, that no such reassignment shall be made if, prior to the time on which such reassignment is to occur, in immediately available funds, an amount equal to the breached representation or warranty shall then be true aggregate unpaid principal balance of the Receivables plus accrued and correct unpaid finance charges on the Receivables at the applicable annual percentage rates from the last date billed through the end of the month in all material respects and any material adverse effect caused thereby shall have been cured. (ii) which such payment occurs. Upon the reassignment of all Receivables held by the Trust and the related Collateral Security, subject to the payment to the Trust Seller of the Reassignment AmountReceivables pursuant to Section 6.2(a), the Trust shall automatically and Purchaser shall, without further action action, be deemed to sell, transfer, assign assign, set-over and otherwise convey to the DepositorSeller, without recourse, representation or warranty, all the right, title and interest of the Trust Purchaser in and to such Receivables the Receivables, all monies due or to become due with respect thereto and such related Collateral Securityall proceeds thereof. Each of the Indenture Trustee and the Owner Trustee The Purchaser shall execute such documents and instruments of transfer or assignment as are prepared by the Seller and take such other actions as they shall reasonably be requested by the Depositor Seller to effect the conveyance of the Receivables pursuant to this Section 3.1(c6.2(b). (iii) It is understood and agreed that the obligation of the Depositor to repurchase the Receivables (and the related Collateral Security) in the event of a breach of a representation or warranty made in Section 3.1(a) or (b) has occurred and is continuing and the obligation of the Depositor to pay the Reassignment Amount therefor shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor for such breach available to the Issuing Entity, the Securityholders, the Owner Trustee or the Indenture Trustee.

Reassignment of All Receivables. (i) If In the event of a breach of any representation or warranty under Section 3.1(a) or (b) is not true and correct as of the date specified therein representations and such breach has a material adverse effect on warranties set forth in subsection 2.04(a), the interests of the Securityholders, then any of Issuer or the Indenture Trustee, acting at the Owner Trustee and the holders of outstanding Securities evidencing not less than a majority direction of the Outstanding Amount and a majority of the Voting Interests Majority Holders of all outstanding CertificatesSeries, by written notice then given in writing to the Depositor with a copy to the Servicer, the Indenture Trustee and the Owner TrusteeTransferor, may direct the Depositor Transferor to accept the reassignment of all an amount of Principal Receivables held by the Trust and the related Collateral Security pursuant to this Section 3.1(cassets (as specified below) within 60 days of such notice, notice (or within such longer period as may be specified in such notice notice), and pay the Reassignment Amount Transferor shall be obligated to accept reassignment of such Principal Receivables and related assets on any Monthly a Distribution Date specified by the Issuer (such Distribution Date, the “Reassignment Date”) occurring within such periodapplicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, prior to the at any time during such reassignment is to occurapplicable period, the breached representation or warranty representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects and any material adverse effect caused thereby respects. The Transferor shall have been cured. (ii) Upon the reassignment of all Receivables held by the Trust and the related Collateral Security, subject pay to the payment Issuer, by delivering to the Trust Servicer for deposit into the Collection Account (in New York Clearing House, next day funds) on the Transfer Date preceding the Reassignment Date, an amount equal to the Reassignment Amount for such Receivables, for distribution to the Noteholders pursuant to the Indenture and each Indenture Supplement. Payment of the Reassignment Amount, and all other amounts in the Trust Accounts in respect of the preceding Monthly Period, shall automatically be considered a prepayment in full of the Receivables securing the Notes. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Collection Account or the applicable Series Account (i) the Receivables existing on such date and without further action be deemed arising after such date in each Account, (ii) all monies due or to sellbecome due with respect to such Receivables (including Finance Charge Receivables), transfer(iii) all Interchange, assign Insurance Proceeds and otherwise convey Recoveries allocable to the DepositorReceivables, (iv) all Collections on the Receivables and (v) all proceeds of any of the foregoing property shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all the right, title and interest of the Trust Issuer to and under (i) the Receivables existing on such date and arising after such date in and each Account, (ii) all monies due or to become due with respect to such Receivables and such related Collateral Security. Each of the Indenture Trustee and the Owner Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as they shall reasonably be requested by the Depositor to effect the conveyance pursuant to this Section 3.1(c(including Finance Charge Receivables). , (iii) It is understood all Interchange, Insurance Proceeds and agreed that Recoveries allocable to the Receivables, (iv) all Collections on the Receivables and (v) all proceeds of any of the foregoing property. If the Issuer gives notice directing the Transferor to accept reassignment as provided above, the obligation of the Depositor Transferor to repurchase accept reassignment of the Receivables (and the related Collateral Security) in the event of a breach of a representation or warranty made in Section 3.1(a) or (b) has occurred and is continuing and the obligation of the Depositor to pay the Reassignment Amount therefor shall, if such obligations are fulfilled, reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy against respecting a breach of the Depositor for such breach representations and warranties contained in subsection 2.04(a) available to the Issuing EntityIssuer, the Securityholders, the Owner Trustee Noteholders or the Indenture Trustee.

Reassignment of All Receivables. (i) If any representation or warranty under Section 3.1(a) or (b) is not true and correct as of the date specified therein and such breach has a material adverse effect on the interests of the Securityholders, then any of the Indenture Trustee, the Owner Trustee and the holders of outstanding Securities evidencing not less than a majority of the Outstanding Amount and a majority of the Voting Interests of all outstanding Certificates, by written notice to the Depositor with a copy to the Servicer, the Indenture Trustee and the Owner Trustee, may direct the Depositor to accept the reassignment of all Receivables held by the Trust Issuing Entity and the related Collateral Security pursuant to this Section 3.1(c) within 60 days of such notice, or within such longer period specified in such notice and pay the Reassignment Amount on any Monthly Distribution Date within such period; provided, however, that no such reassignment shall be made if, prior to the time such reassignment is to occur, the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. (ii) Upon the reassignment of all Receivables held by the Trust Issuing Entity and the related Collateral Security, subject to the payment to the Trust Issuing Entity of the Reassignment Amount, the Trust Issuing Entity shall automatically and without further action be deemed to sell, transfer, assign and otherwise convey to the Depositor, without recourse, representation or warranty, all the right, title and interest of the Trust Issuing Entity in and to such Receivables and such related Collateral Security. Each of the Indenture Trustee and the Owner Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as they shall reasonably be requested by the Depositor to effect the conveyance pursuant to this Section 3.1(c). (iii) It is understood and agreed that the obligation of the Depositor to repurchase the Receivables (and the related Collateral Security) Security in the event of a breach of a representation or warranty made in Section 3.1(a) or (b) has occurred and is continuing and the obligation of the Depositor to pay the Reassignment Amount therefor shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor for such breach available to the Issuing Entity, the Securityholders, the Owner Trustee or the Indenture Trustee.

Reassignment of All Receivables. (i) If any representation or warranty under Section 3.1(a) or (b) is not true and correct as of the date specified therein and such breach has a material adverse effect on the interests of the Securityholders, then any of the Indenture Trustee, the Owner Trustee and the holders of outstanding Securities evidencing not less than a majority of the Outstanding Amount and a majority of the Voting Interests of all outstanding Certificates, by written notice to the Depositor with a copy to the Servicer, the Indenture Trustee and the Owner Trustee, may direct the Depositor to accept the reassignment of all Receivables held by the Trust Issuing Entity and the related Collateral Security pursuant to this Section 3.1(c) within 60 days of such notice, or within such longer period specified in such notice and pay the Reassignment Amount on any Monthly Distribution Date within such period; provided, however, that no such reassignment shall be made if, prior to the time such reassignment is to occur, the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. (ii) Upon the reassignment of all Receivables held by the Trust Issuing Entity and the related Collateral Security, subject to the payment to the Trust Issuing Entity of the Reassignment Amount, the Trust Issuing Entity shall automatically and without further action be deemed to sell, transfer, assign and otherwise convey to the Depositor, without recourse, representation or warranty, all the right, title and interest of the Trust Issuing Entity in and to such Receivables and such related Collateral Security. Each of the Indenture Trustee and the Owner Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as they shall reasonably be requested by the Depositor to effect the conveyance pursuant to this Section 3.1(c). (iii) It is understood and agreed that the obligation of the Depositor to repurchase the Receivables (and the related Collateral Security) Security in the event of a breach of a representation or warranty made in Section 3.1(a) or (b) has occurred and is continuing and the obligation of the Depositor to pay the Reassignment Amount therefor shall, if such obligations are fulfilled, constitute the sole remedy of the Issuing Entity and the other Interested Parties against the Depositor for such breach available with respect to the Issuing Entity, the Securityholders, the Owner Trustee or the Indenture Trusteeevents giving rise to such obligation.