Common use of Reassignment of the Sold Assets Clause in Contracts

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount plus accrued and unpaid interest on the Investor Certificates. On the day on which such amount has been paid, each Receivable shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in and to each Receivable. The obligation of the Seller to purchase each Receivable pursuant to this Section shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the product of (i) the aggregate Invested Amount plus accrued and unpaid interest on the Investor CertificatesCertificates and (ii) a fraction, the numerator of which is the outstanding balance of Principal Receivables sold by the Seller to the Buyer hereunder, and the denominator of which is the sum of the outstanding balance of Principal Receivables sold by the Seller to the Buyer hereunder plus the outstanding balance of Principal Receivables sold by Fingerhut Companies, Inc. to the Buyer pursuant to the receivables purchase agreement dated as of January 12, 1997 between the Buyer, as purchaser of such Receivables, and Fingerhut Companies, Inc., as seller of such Receivables, as amended from time to time. On the day on which such amount has been paid, each Receivable sold to the Buyer hereunder shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in and to each such Receivable. The obligation of the Seller to purchase each Receivable Receivables pursuant to this Section shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii). SECTION 3.

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the product of (i) the aggregate Invested Amount plus accrued and unpaid interest on the Investor Certificates, and (ii) a fraction, the numerator of which is the outstanding balance of Principal Receivables sold by the Seller to the Buyer hereunder, and the denominator of which is the sum of the outstanding balance of Principal Receivables sold by the Seller to the Buyer hereunder plus the outstanding balance of Principal Receivables sold by Fingerhut Corporation to the Buyer pursuant to the receivables purchase agreement dated as of June 29, 1994 between the Buyer, as purchaser of such Receivables, and Fingerhut, as seller of such Receivables, as amended from time to time. On the day on which such amount has been paid, each Receivable sold to the Buyer hereunder shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in and to each such Receivable. The obligation of the Seller to purchase each Receivable Receivables pursuant to this Section shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section Sections 4.1(a), (b), and (c) ), and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officerofficer's Certificate certificate stating that the representations and warranties contained in Section Sections 4.1(a), (b), and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount plus accrued and unpaid interest on the Investor CertificatesLoan Outstanding Amount. On the day on which such amount has been paid, each Receivable shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation representation, or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title title, and interest of the Buyer in and to each Receivable. The obligation of the Seller to purchase each Receivable pursuant to this Section 6.1 shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii).

Reassignment of the Sold Assets. In the event of a breach in any material respect of any of the representations and warranties set forth in Section 4.1(a), (b), and (c4.1(b) and or 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 30 days after receipt by the Seller of such notice (notice, or within such longer period as may be specified in such notice)notice not to exceed 120 days, and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section 4.1(a), (b), and (c4.1(b) and or 4.2(a)(i) and (ii) shall are then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount plus accrued and unpaid interest on Unpaid Balance of the Investor CertificatesReceivables. On the day on which such amount has been paid, each Receivable and the Related Security and Collections with respect thereto shall be sold and reassigned released to the Seller, and the Buyer shall execute and deliver such instruments of sale and transfer or assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in and to each ReceivableReceivable and the Related Security and Collections with respect thereto. The obligation of the Seller to purchase accept reassignment of each Receivable and the Related Security and Collections with respect thereto pursuant to this Section shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section Sections 4.1(a), (b), and (c4.1(b) and or 4.2(a)(i) and (ii).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section Sections 4.1(a), (b), ) and (c) and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officerofficer's Certificate certificate stating that the representations and warranties contained in Section 4.1(a), (b), ) and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount Aggregate Unpaids plus accrued and unpaid interest on the Investor CertificatesTransferor's Percentage Interest. On the day on which such amount has been paid, each Receivable shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in and to each Receivable. The obligation of the Seller to purchase each Receivable pursuant to this Section 6.1 shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), ) and (c) and 4.2(a)(i) and (ii).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount plus accrued and unpaid interest on the Investor CertificatesSecurities. On the day on which such amount has been paid, each Receivable shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in and to each Receivable. The obligation of the Seller to purchase each Receivable pursuant to this Section shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section Sections 4.1(a), (b), and (c) and 4.2(a)(i) and (iid), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables Accounts at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables Accounts within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers demonstrates to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section Sections 4.1(a), (bc), and (c) and 4.2(a)(i) and (iid) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount Purchase Price paid for all the Conveyed Property plus accrued any costs and unpaid interest expenses incurred by the Buyer in connection with the reassignment less any amounts collected by the Buyer on the Investor CertificatesAccounts, but in no event less than zero. On the day on which such amount has been paid, each Receivable Account shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation representation, or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title title, and interest of the Buyer in and to each ReceivableAccount. The obligation of the Seller to purchase each Receivable Account pursuant to this Section 6.1 shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a4.1 (a), (b), and (c) and 4.2(a)(i) and (iid).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section Sections 4.1(a), (b), and (c) and 4.2(a)(i) and (iid), the Buyer by notice given in writing to the Seller TCSI may direct the Seller TCSI to accept reassignment of all the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller TCSI shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers TCSI demonstrates to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section Sections 4.1(a), (b), and (c) and 4.2(a)(i) and (iid) shall then be true and correct in all material respects as if made on such day. The Seller TCSI shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount Purchase Price paid for all Receivables plus accrued any costs and unpaid interest expenses of the Buyer associated therewith less the aggregate amounts collected by the Buyer on the Investor CertificatesReceivables. On the day on which such amount has been paid, each Receivable shall be sold and reassigned to the SellerTCSI, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation representation, or warranty, as shall be reasonably requested by the Seller TCSI to vest in the SellerTCSI, or its designee or assignee, all right, title title, and interest of the Buyer in and to each Receivable. The obligation of the Seller TCSI to purchase each Receivable pursuant to this Section 6.1 shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (iid).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the amount of Receivables at specified in subsection 2.4(e) of the amount specified below Pooling and Servicing Agreement (to the extent that such Receivables were sold to the Buyer by the Seller) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables on a Distribution Date specified by the Buyer (such Distribution Date, the "Reassignment Date") occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made and no notice of such reassignment may be given, if, at any time during such applicable period, the Seller delivers to the Buyer an Officer's Certificate stating that the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such dayrespects. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the product of (i) the aggregate Invested Amount plus accrued and unpaid interest on the Investor CertificatesSecurities, and (ii) a fraction, the numerator of which is the Outstanding Balance of Principal Receivables sold by the Seller to the Buyer hereunder, and the denominator of which is the sum of the Outstanding Balance of Principal Receivables sold by the Seller to the Buyer hereunder plus the outstanding balance of Principal Receivables sold by Fingerhut Corporation to the Buyer pursuant to the receivables purchase agreement dated as of June 29, 1994 between the Buyer, as purchaser of such Receivables, and Fingerhut, as seller of such Receivables, as amended from time to time. On the day on which such amount has been paid, each Receivable sold to the Buyer hereunder shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Buyer in and to each such Receivable. The obligation of the Seller to purchase each Receivable Receivables pursuant to this Section shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii).

Reassignment of the Sold Assets. In the event of a breach of any of the representations and warranties set forth in Section Sections 4.1(a), (b), and (c) ), and 4.2(a)(i) and (ii), the Buyer by notice given in writing to the Seller may direct the Seller to accept reassignment of the Receivables at the amount specified below within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to accept reassignment of the Receivables within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the Seller delivers to the Buyer an Officerofficer's Certificate certificate stating that the representations and warranties contained in Section Sections 4.1(a), (b), and (c) and 4.2(a)(i) and (ii) shall then be true and correct in all material respects as if made on such day. The Seller shall pay to the Buyer on the day of such reassignment an amount equal to the aggregate Invested Amount plus accrued and unpaid interest on the Investor CertificatesAggregate Loan Balance. On the day on which such amount has been paid, each Receivable shall be sold and reassigned to the Seller, and the Buyer shall execute and deliver such instruments of sale and assignment, in each case without recourse, representation representation, or warranty, as shall be reasonably requested by the Seller to vest in the Seller, or its designee or assignee, all right, title title, and interest of the Buyer in and to each Receivable. The obligation of the Seller to purchase each Receivable pursuant to this Section 6.1 shall constitute the sole remedy available to the Buyer for a breach of the representations and warranties contained in Section 4.1(a), (b), and (c) and 4.2(a)(i) and (ii).