Common use of Reassignment of Certificateholders Clause in Contracts

Reassignment of Certificateholders. Interest in Trust Portfolio. In the event any representation or warranty of the Transferor set forth in subsection 2.3(a) or (c) or subsection 2.4(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders' Interest in Receivables conveyed to the Trust by the Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor to accept a reassignment of the Certificateholders' Interest in the Receivables and any Participation Interests conveyed to the Trust by the Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period, not in excess of 120 days, as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the Transferor if, on any day prior to the end of such 60-day or longer period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) the Transferor shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept a reassignment of the Certificateholders' Interest in the Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section and to make the deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Certificateholders. Interest in Trust Portfolio. In the event any representation or warranty of the a Transferor set forth in subsection 2.3(a2.03(a) or (c) or subsection 2.4(a)(i2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders' Interest in Receivables conveyed to the Trust by the such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the such Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the such Transferor to accept a reassignment of the Certificateholders' Interest in the Receivables and any Participation Interests conveyed to the Trust by the such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period, not in excess of 120 days, as may be specified in such notice), and upon those conditions the such Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables and Participation Interests will not be reassigned to the such Transferor if, on any day prior to the end of such 60-day or longer period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) the such Transferor shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M.11:00 a.m., New York City time, on the first Transfer Date following fifth Business Day after the Monthly Period in day on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the applicable Transferor to accept a reassignment of the Certificateholders' Interest in the Receivables and Participation Interests as provided above, the obligation of the such Transferor to accept such reassignment pursuant to this Section and to make the deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Certificateholders. Interest in Trust Portfolio. In the event any representation or warranty of the Transferor set forth in subsection 2.3(aSection 2.03(a) or (c) or subsection 2.4(a)(iSection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders' Interest in the Receivables conveyed to the Trust by the Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the Transferor Seller and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor Seller to accept a reassignment of the Certificateholders' Interest in the Receivables and any Participation Interests conveyed to the Trust by the Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period, not in excess of 120 days, as may be specified in such notice), and upon those conditions the Transferor Seller shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the Transferor if, on any day prior to the end of such 60-day or longer period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) the Transferor shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The Transferor Seller shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the first Transfer Distribution Date following the Monthly Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor Seller to accept a reassignment of the Certificateholders' Interest in the Receivables as provided above, the obligation of the Transferor Seller to accept such reassignment pursuant to this Section and to make the deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Certificateholders. Interest in Trust Portfolio. In the event any representation or warranty of the Transferor set forth in subsection 2.3(aSection 2.03(a) or (c) or subsection 2.4(a)(iSection 2.04(a)(i), (v) or (vvi) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders' Interest in the Receivables conveyed to the Trust by the Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the Transferor Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor Sellers to accept a reassignment of the Certificateholders' Interest in the Receivables and any Participation Interests conveyed to the Trust by the Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period, not in excess of 120 150 days, as may be specified in such notice), and upon those conditions the Transferor Sellers shall be jointly and severally obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the Transferor if, on any day prior to the end of such 60-day or longer period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) the Transferor shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The Transferor Sellers shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M.12:00 noon, New York City time, on the first Transfer Distribution Date following the Monthly Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor Sellers to accept a reassignment of the Certificateholders' Interest in the Receivables as provided above, the obligation of the Transferor Sellers to accept such reassignment pursuant to this Section and to make the deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04.