Common use of Reassignment of Trust Portfolio Clause in Contracts

Reassignment of Trust Portfolio. In the event of a breach of any of the ------------------------------- representations and warranties set forth in Section 2.03(a), (b), (c), (d) or --------------- --- --- --- (e), or Section 2.04(a)(iv)(A), and the effect of such breach is materially --- ---------------------- adverse to the interests of the Certificateholders of all Series (without regard to any Enhancement with respect to any Series), any Control Party, by notice then given in writing to the Transferor (with a copy thereof to the Rating Agencies) (and to the Trustee and the Servicer if given by the Certificateholders), may direct the Transferor to make the payment described in the next sentence on or prior to the first Payment Date next succeeding 30 days after receipt by the Transferor of such notice, or within such longer period as may be specified in such notice, and the Transferor shall be obligated to make such payment or cause such payment to be made on such Payment Date on the terms and conditions set forth below; provided, however, that no such payment shall be -------- ------- required to be made if, at such Payment Date, the representations and warranties set forth in Section 2.03(a), (b), (c), (d), (e), and Section 2.04(a)(iv)(A), --------------- --- --- --- --- ---------------------- shall be true and correct in all material respects as if made on such date. The Transferor shall deposit in the Collection Master Subaccount on the date permitted by the notice described in the preceding sentence an amount equal to the sum of (w) the Aggregate Adjusted Invested Amount at the end of the day on the Record Date preceding the date such deposit is to be made, less (x) (without ---- duplication) the aggregate principal amount on deposit in any subaccounts or sub-subaccounts of the Collection Account, plus (y) (without duplication) an ---- amount equal to interest at the applicable Certificate Rate accrued but unpaid on the Investor Certificates of each Series through such Record Date and (z) all amounts then due and payable to any Enhancement Provider for each outstanding Series under the applicable Enhancement Agreement. Notwithstanding anything to the contrary in this Agreement, the entire amount deposited in the Collection Master Subaccount pursuant to the preceding sentence shall be distributed to the Certificateholders on such Payment Date pursuant to Section 12.03 and to any ------------- Enhancement Provider for each outstanding Series, as applicable. Payment of such deposit amount into the Collection Master Subaccount in immediately available funds shall otherwise be considered a payment in full of all of the Receivables. The obligation of the Transferor to make the payment specified in this Section 2.04(d) shall constitute the sole remedy available to any of the --------------- Enhancement Providers, the Certificateholders or the Trustee on behalf of the Certificateholders for a breach of the representations and warranties contained in Section 2.03(a), (b), (c), (d), (e) --------------- --- --- --- --- or Section 2.04(a)(iv)(A). ----------------------

Reassignment of Trust Portfolio. In the event of a breach of that (i) any ------------------------------- of the ------------------------------- representations and warranties set forth in Section 2.03(a2.3(i), (b), (c), (d2.3(iii) or --------------- --- --- --- 2.4(a) or in Section 5(a) or 5(b) of any Assignment is breached or (e)ii) a material amount of Receivables are not Eligible Receivables and, or Section 2.04(a)(iv)(A)in either case, and such event has a materially adverse effect on the effect of such breach is materially --- ---------------------- adverse to the interests of the Investor Certificateholders of all Series (without regard to the amount of any Enhancement with respect to any SeriesEnhancement), any Control Partyeither the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, by notice then given in writing to the Transferor (with a copy thereof to the Rating Agencies) (and to the Trustee and the Servicer Servicer, if given by the Investor Certificateholders), may direct the Transferor to make the payment described in the next sentence on or prior to the first Payment Date next succeeding 30 accept reassignment of all Receivables within 60 days after receipt by the Transferor of such notice, or within such longer period as may be specified in such noticenotice (not to exceed an additional 90 days), and the Transferor shall be obligated to make accept such payment or cause reassignment on a Distribution Date specified by the Transferor occurring within such payment to be made on such Payment Date applicable period on the terms and conditions set forth below; provided, however, that no such payment reassignment -------- ------- shall be -------- ------- required to be made made, and the Transferor shall not be obligated to accept such reassignment, if, at on the Business Day prior to such Payment Distribution Date, the representations and warranties set forth in Section 2.03(aSections 2.3(i), (b), (c), (d), (e), 2.3(iii) and Section 2.04(a)(iv)(A), --------------- --- --- --- --- ---------------------- 2.4(a) or in Sections 5(a) and 5(b) of such Assignment shall then be true and correct in all material respects or there shall no longer be a material amount of Receivables which are not Eligible Receivables, as if made on such datethe case may be. The Transferor shall deposit in the Collection Master Subaccount Account on the date permitted by the notice described Business Day prior to such Distribution Date (in the preceding sentence immediately available funds) an amount equal to the sum of (w) the Aggregate Adjusted Invested Amount at the end of the day on the Record Date preceding the date reassignment deposit amount for such deposit is to be made, less (x) (without ---- duplication) the aggregate principal amount on deposit in any subaccounts or sub-subaccounts of the Collection Account, plus (y) (without duplication) an ---- amount equal to interest at the applicable Certificate Rate accrued but unpaid on the Investor Certificates of each Series through such Record Date and (z) all amounts then due and payable to any Enhancement Provider Receivables for each outstanding Series under the applicable Enhancement Agreement. Notwithstanding anything to the contrary in this Agreement, the entire amount deposited in the Collection Master Subaccount distribution pursuant to the preceding sentence shall be distributed to the Certificateholders on such Payment Date pursuant to provisions of Section 12.03 and to any ------------- Enhancement Provider for each outstanding Series, as applicable. Payment of such deposit amount into the Collection Master Subaccount in immediately available funds shall otherwise be considered a payment in full of all of the Receivables. The obligation of the Transferor to make the payment specified in this Section 2.04(d) shall constitute the sole remedy available to any of the --------------- Enhancement Providers, the Certificateholders or the Trustee on behalf of the Certificateholders for a breach of the representations and warranties contained in Section 2.03(a), (b), (c), (d), (e) --------------- --- --- --- --- or Section 2.04(a)(iv)(A). ----------------------12.

Reassignment of Trust Portfolio. In the event of a breach of that (i) any of the ------------------------------- representations and warranties set forth in Section 2.03(a2.3(i), (b), (c), (d2.3(iii) or --------------- --- --- --- 2.4(a) or in Section 5(a) or 5(b) of any Assignment is breached or (e)ii) a material amount of Receivables are not Eligible Receivables and, or Section 2.04(a)(iv)(A)in either case, and such event has a materially adverse effect on the effect of such breach is materially --- ---------------------- adverse to the interests of the Investor Certificateholders of all Series (without regard to the amount of any Enhancement with respect to any SeriesEnhancement), any Control Partyeither the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, by notice then given in writing to the Transferor (with a copy thereof to the Rating Agencies) (and to the Trustee and the Servicer Servicer, if given by the Investor Certificateholders), may direct the Transferor to make the payment described in the next sentence on or prior to the first Payment Date next succeeding 30 accept reassignment of all Receivables within 60 days after receipt by the Transferor of such notice, or within such longer period as may be specified in such noticenotice (not to exceed an additional 90 days), and the Transferor shall be obligated to make accept such payment or cause reassignment on a Distribution Date specified by the Transferor occurring within such payment to be made on such Payment Date applicable period on the terms and conditions set forth below; provided, however, that no such payment reassignment -------- ------- shall be -------- ------- required to be made made, and the Transferor shall not be obligated to accept such reassignment, if, at on the Business Day prior to such Payment Distribution Date, the representations and warranties set forth in Section 2.03(aSections 2.3(i), (b), (c), (d), (e), 2.3(iii) and Section 2.04(a)(iv)(A), --------------- --- --- --- --- ---------------------- 2.4(a) or in Sections 5(a) and 5(b) of such Assignment shall then be true and correct in all material respects or there shall no longer be a material amount of Receivables which are not Eligible Receivables, as if made on such datethe case may be. The Transferor shall deposit in the Collection Master Subaccount Account on the date permitted by the notice described Business Day prior to such Distribution Date (in the preceding sentence immediately available funds) an amount equal to the sum of (w) the Aggregate Adjusted Invested Amount at the end of the day on the Record Date preceding the date reassignment deposit amount for such deposit is to be made, less (x) (without ---- duplication) the aggregate principal amount on deposit in any subaccounts or sub-subaccounts of the Collection Account, plus (y) (without duplication) an ---- amount equal to interest at the applicable Certificate Rate accrued but unpaid on the Investor Certificates of each Series through such Record Date and (z) all amounts then due and payable to any Enhancement Provider Receivables for each outstanding Series under the applicable Enhancement Agreement. Notwithstanding anything to the contrary in this Agreement, the entire amount deposited in the Collection Master Subaccount distribution pursuant to the preceding sentence shall be distributed to the Certificateholders on such Payment Date pursuant to provisions of Section 12.03 and to any ------------- Enhancement Provider for each outstanding Series, as applicable. Payment of such deposit amount into the Collection Master Subaccount in immediately available funds shall otherwise be considered a payment in full of all of the Receivables. The obligation of the Transferor to make the payment specified in this Section 2.04(d) shall constitute the sole remedy available to any of the --------------- Enhancement Providers, the Certificateholders or the Trustee on behalf of the Certificateholders for a breach of the representations and warranties contained in Section 2.03(a), (b), (c), (d), (e) --------------- --- --- --- --- or Section 2.04(a)(iv)(A). ----------------------12.

Reassignment of Trust Portfolio. In the event of a breach of any of ------------------------------- the ------------------------------- representations and warranties set forth in Section 2.03(a), (b), (c), (d) or --------------- --- --- --- or (e), or Section 2.04(a)(iv)(A), and the effect of such breach is materially --- ---------------------- adverse to the interests of the Certificateholders of all Series (without regard to any Enhancement with respect to any Series), any Control Party, by notice then given in writing to the Transferor (with a copy thereof to the Rating Agencies) (and to the Trustee and the Servicer if given by the Certificateholders), may direct the Transferor to make the payment described in the next sentence on or prior to the first Payment Date next succeeding 30 days after receipt by the Transferor of such notice, or within such longer period as may be specified in such notice, and the Transferor shall be obligated to make such payment or cause such payment to be made on such Payment Date on the terms and conditions set forth below; provided, however, that no such payment shall be -------- ------- required to be made if, at such Payment Date, the representations and warranties set forth in Section 2.03(a), (b), (c), (d), (e), and Section 2.04(a)(iv)(A), --------------- --- --- --- --- ---------------------- shall be true and correct in all material respects as if made on such date. The Transferor shall deposit in the Collection Master Subaccount on the date permitted by the notice described in the preceding sentence an amount equal to the sum of (w) the Aggregate Adjusted Invested Amount at the end of the day on the Record Date preceding the date such deposit is to be made, less (x) (without ---- duplication) the aggregate principal amount on deposit in any subaccounts or sub-subaccounts of the Collection Account, plus (y) (without duplication) an ---- amount equal to interest at the applicable Certificate Rate accrued but unpaid on the Investor Certificates of each Series through such Record Date and (z) all amounts then due and payable to any Enhancement Provider for each outstanding Series under the applicable Enhancement Agreement. Notwithstanding anything to the contrary in this Agreement, the entire amount deposited in the Collection Master Subaccount pursuant to the preceding sentence shall be distributed to the Certificateholders on such Payment Date pursuant to Section 12.03 and to any ------------- Enhancement Provider for each outstanding ------------- Series, as applicable. Payment of such deposit amount into the Collection Master Subaccount in immediately available funds shall otherwise be considered a payment in full of all of the Receivables. The obligation of the Transferor to make the payment specified in this Section 2.04(d) shall constitute the sole --------------- remedy available to any of the --------------- Enhancement Providers, the Certificateholders or the Trustee on behalf of the Certificateholders for a breach of the representations and warranties contained in Section 2.03(a), (b), (c), (d), (e) --------------- --- --- --- --- or Section 2.04(a)(iv)(A). ----------------------