Common use of Reassignment upon Breach Clause in Contracts

Reassignment upon Breach. By the delivery of an Assignment for the designation of Additional Accounts pursuant to this Section 2.6, the Depositor will be deemed to make the representations and warranties in Section 2.6(c)(iv). These representations and warranties survive the sale and assignment of the Sold Receivables and Related Security to the Issuer. Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any representation or warranty in Section 2.6(c)(iv), the party discovering such breach will give prompt notice to the other parties. If any breach by the Depositor of a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of any such breach given by the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties of the Depositor in Section 2.6(c)(iv) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such breach has been cured. Notice of the reassignment of a Sold Receivable pursuant to this Section 2.6(d) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.

Reassignment upon Breach. By the delivery of an Assignment for the designation of Additional Accounts pursuant to Except as otherwise provided below in this Section 2.6subsection, the Depositor will be deemed to make the representations and warranties in Section 2.6(c)(iv). These representations and warranties survive the sale and assignment of the Sold Receivables and Related Security to the Issuer. Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of if any representation or warranty in under Section 2.6(c)(iv), 2.04(a) is not true and correct as of the party discovering date specified therein and such breach will give prompt notice to the other parties. If any breach by the Depositor of a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivablesa Transferred Receivable or Interests in Other Floorplan Assets, then the Issuer then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee, by notice to Trustee and the Depositor, may require the Depositor to accept reassignment Servicer) of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the DepositorTransferor, or receipt by the Depositor Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee or Trustee, the Servicer unlessor any Series Enhancers, the Transferor will accept reassignment of such Transferred Receivable or Interests in Other Floorplan Assets on the Determination Date immediately succeeding the expiration of such 30 day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the first day end of such Collection Period30 day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer), the representations and warranties of the Depositor set forth in Section 2.6(c)(iv2.04(a) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such the breach has been cured. Notice Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Sold Transferred Receivable or Interest in Other Floorplan Assets pursuant to this Section 2.6(d) Section, the Transferor will be contained direct the Servicer to deduct, subject to the next sentence, the principal amount of such Transferred Receivables and such Interest in Other Floorplan Assets from the Monthly Investor Report for Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the “Transferor Deposit Amount”) by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Transferred Receivables or such Interest in Other Floorplan Assets); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Transferred Receivables or Interests in Other Floorplan Assets will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Transferred Receivables or Interests in Other Floorplan Assets, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Transferred Receivable or Interests in Other Floorplan Assets, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuer in and to such Transferred Receivable and all Related Security or such Interests in Other Floorplan Assets and, in each case, all monies due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Transferred Receivables or Interest in Other Floorplan Assets pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Transferred Receivable or Interests in Other Floorplan Assets and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. By the delivery If any breach of an Assignment for the designation any of Additional Accounts pursuant to this Section 2.6, the Depositor will be deemed to make the representations and warranties set forth in Section 2.6(c)(iv). These representations and warranties survive 2.03(a) has a material adverse effect on the sale and assignment of the Sold Noteholders’ Collateral in Transferred Receivables and Related Security or Other Floorplan Assets transferred to the Issuer. Upon discovery Issuer by the DepositorTransferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Amount of all outstanding Notes, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of a material breach all the Transferred Receivables and Interests in Other Floorplan Assets transferred by it to the Issuer within 60 days of any representation such notice (or warranty such longer period as may be specified in Section 2.6(c)(ivsuch notice), and the Transferor is obligated to accept such reassignment on the Distribution Date immediately succeeding the expiration of such 60 day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 60 day period (or such longer period as may be specified), the party discovering such breach will give prompt notice to the other parties. If any breach by the Depositor of a representation or warranty representations and warranties set forth in Section 2.6(c)(iv2.03(a) has a are satisfied in all material respects, and any material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Noteholders’ Collateral in Transferred Receivables originated and Interests in the Additional Accounts designated Other Floorplan Assets caused by the Depositor to the Issuer breach has been cured. In connection with any reassignment pursuant to this Section 2.6 sufficient Section, the Transferor will deposit into the Collection Account in immediately available funds on the Business Day immediately preceding the Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to cure such breach on or before the first day sum of the first Collection Period that begins more than 60 days after Reassignment Amount with respect to each outstanding Series in the earlier related Indenture Supplement. Notwithstanding anything to occur the contrary in this Agreement, such deposited amount will be distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the discovery Transferor Interest. The Owner Trustee will execute such documents and instruments of any transfer or assignment and take such breach other actions as are reasonably requested by the Depositor, or receipt by Transferor to effect the Depositor conveyance of notice of any such breach given by Transferred Receivables and Interests in Other Floorplan Assets pursuant to this Section. If the Owner Trustee, the Indenture Trustee or the Servicer unless, Noteholders give notice directing the Transferor to accept reassignment of all the Transferred Receivables and Interests in Other Floorplan Assets transferred by the first day of such Collection PeriodTransferor as provided above, the representations and warranties obligation of the Depositor in Section 2.6(c)(iv) are then true Transferor to accept such reassignment and correct in all material respects and any material adverse effect on make the Sold Receivables caused by such breach has been cured. Notice of required deposit into the reassignment of a Sold Receivable Collection Account pursuant to this Section 2.6(d) will be contained constitutes the sole remedy with respect to an event of the type specified in the Monthly Investor Report for first sentence of this Section 2.03(c) available to the Collection Period in which such reassignment occursNoteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. By the delivery If any breach of an Assignment for the designation any of Additional Accounts pursuant to this Section 2.6, the Depositor will be deemed to make the representations and warranties set forth in Section 2.6(c)(iv). These representations and warranties survive 2.03(a) has a material adverse effect on the sale and assignment of the Sold Noteholders' Collateral in Receivables and Related Security transferred to the Issuer. Upon discovery Issuer by the DepositorTransferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Amount of all outstanding Notes, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of a material breach all the Receivables transferred by it to the Issuer within 60 days of any representation such notice (or warranty such longer period as may be specified in Section 2.6(c)(ivsuch notice), and the Transferor is obligated to accept such reassignment on the Distribution Date immediately succeeding the expiration of such 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 60-day period (or such longer period as may be specified), the party discovering such breach will give prompt notice to the other parties. If any breach by the Depositor of a representation or warranty representations and warranties set forth in Section 2.6(c)(iv2.03(a) has a are satisfied in all material respects, and any material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Noteholders' Collateral in Receivables originated in the Additional Accounts designated caused by the Depositor to the Issuer breach has been cured. In connection with any reassignment pursuant to this Section 2.6 sufficient Section, the Transferor will deposit into the Collection Account in immediately available funds on the Business Day immediately preceding the Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to cure such breach on or before the first day sum of the first Collection Period that begins more than 60 days after Reassignment Amount with respect to each outstanding Series in the earlier related Indenture Supplement. Notwithstanding anything to occur the contrary in this Agreement, such deposited amount will be distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the discovery Transferor Interest. The Owner Trustee will execute such documents and instruments of any transfer or assignment and take such breach other actions as are reasonably requested by the Depositor, or receipt by Transferor to effect the Depositor conveyance of notice of any such breach given by Receivables pursuant to this Section. If the Owner Trustee, the Indenture Trustee or the Servicer unless, Noteholders give notice directing the Transferor to accept reassignment of all the Receivables transferred by the first day of such Collection PeriodTransferor as provided above, the representations and warranties obligation of the Depositor in Section 2.6(c)(iv) are then true Transferor to accept such reassignment and correct in all material respects and any material adverse effect on make the Sold Receivables caused by such breach has been cured. Notice of required deposit into the reassignment of a Sold Receivable Collection Account pursuant to this Section 2.6(d) will be contained constitutes the sole remedy with respect to an event of the type specified in the Monthly Investor Report for first sentence of this Section 2.03(c) available to the Collection Period in which such reassignment occursNoteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. By the delivery of an Assignment for the designation of Additional Accounts pursuant to Except as otherwise provided below in this Section 2.6subsection, the Depositor will be deemed to make the representations and warranties in Section 2.6(c)(iv). These representations and warranties survive the sale and assignment of the Sold Receivables and Related Security to the Issuer. Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of if any representation or warranty in under Section 2.6(c)(iv), 2.04(a) is not true and correct as of the party discovering date specified therein and such breach will give prompt notice to the other parties. If any breach by the Depositor of a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivablesa Receivable, then the Issuer then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee, by notice to Trustee and the Depositor, may require the Depositor to accept reassignment Servicer) of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the DepositorTransferor, or receipt by the Depositor Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee or Trustee, the Servicer unlessor any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the first day end of such Collection Period30-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer), the representations and warranties of the Depositor set forth in Section 2.6(c)(iv2.04(a) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such the breach has been cured. Notice Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Sold Receivable pursuant to this Section 2.6(d) Section, the Transferor will be contained in direct the Monthly Investor Report for Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuer in and to such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. By the delivery of an Assignment for the designation of Additional Accounts pursuant to this Section 2.6, the Depositor will be deemed to make the representations and warranties in Section 2.6(c)(iv). These representations and warranties survive the sale and assignment of the Sold Receivables and Related Security to the Issuer. Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of If any representation or warranty in under Section 2.6(c)(iv), 2.04(a) is not true and correct as of the party discovering date specified therein with respect to a Receivable and such breach will give prompt notice to the other parties. If any breach by the Depositor of a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivablessuch Receivable, then the Issuer or the Indenture Trusteethen, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach on or before the first day of the first Collection Period that begins more than within 60 days after the earlier to occur of the discovery of any such breach by the DepositorTransferor, or receipt by the Depositor Transferor of written notice of any such breach (specifying the nature thereof) given by the Owner TrusteeIssuer, the Indenture Trustee or the Servicer unlessServicer, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 60-day period on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be accepted if, by the first day end of such Collection Period60-day period, the representations and warranties that were the subject of the Depositor in Section 2.6(c)(iv) such breach are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such the breach has been cured. Notice The balance of the any Principal Receivable subject to reassignment of a Sold Receivable pursuant to this Section 2.6(d2.04(c) will shall be contained in excluded from the Monthly Investor Report for Pool Balance on or before the last day of the Collection Period in which the reassignment obligation arises. If such deduction would cause the Adjusted Pool Balance to fall below the Required Participation Amount, then either (i) pursuant to Section 2.06, the Transferor shall designate additional Eligible Accounts as Additional Accounts, such that the Adjusted Pool Balance exceeds the Required Participation Amount, or (ii) the Transferor shall deposit into the Excess Funding Account in immediately available funds the Transferor Deposit Amount; provided, however, that if the Transferor fails to transfer the Receivables and Related Security arising in connection with such Additional Accounts, or if the related Transferor Deposit Amount is not deposited as required by this sentence, then collections in respect of such Reassigned Receivable will continue to be included in Interest Collections and Principal Collections. After the transfer by the Transferor of Receivables and Related Security with respect to Additional Accounts or payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuer in and to such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Issuer will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivable pursuant to this Section. The obligation of the Transferor to accept reassignment occursof any such Receivable and to transfer Receivables and Related Security arising in connection with Additional Accounts or pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Issuer and the Noteholders (or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. By The Borrower, the delivery of an Assignment for Servicer, the designation of Additional Accounts pursuant Collateral Agent, the Administrative Agent or any Lender, as the case may be, shall inform the other parties to this Section 2.6Agreement promptly, in writing, upon the Depositor will be deemed to make discovery by a Responsible Officer thereof of any breach of the representations and warranties in made or deemed made by the Borrower pursuant to Section 2.6(c)(iv)6.01(m) with respect to any Receivable or Section 6.02; provided that any failure to so notify shall not relieve the Borrower from any obligations under this Section 6.03. These representations Unless any such breach is able to be cured and warranties survive has been cured within ten (10) Business Days following the sale and assignment discovery thereof by a Responsible Officer of the Sold Receivables Borrower or receipt by the Borrower of written notice from the Servicer, the Collateral Agent, the Administrative Agent or any Lender of such breach, any Receivable as to which such representation or warranty relates shall cease to be an Eligible Receivable, shall be released by the Collateral Agent from the Collateral and Related Security reassigned by the Borrower to the Issuer. Upon discovery Seller at the direction of the Borrower (in either case, upon and subject to payment by the DepositorBorrower of the Reassignment Amount described below) or purchased by the Seller (a “Reassignment”) on the Business Day which is immediately after the end of such ten (10) Business Day period; provided, however, that such Receivable shall be immediately excluded from the calculation of the Borrowing Base until such breach has been cured. In consideration of and simultaneously with the Reassignment of any Receivable on any date, the Owner TrusteeBorrower shall remit, or cause to be remitted, to the Administrative Agent (for deposit into the Collection Account) in immediately available funds on such date in an amount equal to the Principal Balance of such Receivable as of the end of the most recent Collection Period (the “Reassignment Amount”), and the Borrower or the Seller, as the case may be, shall thereafter be entitled to receive all Collections on the Receivable subject to such Reassignment received by (or on behalf of) the Servicer after the end of the most recent Collection Period; provided, further, however, so long as the Revolving Period shall be in effect; no Borrowing Base Deficiency shall then exist; and the date of such Reassignment is a Settlement Date or Release Date and funds in an amount no less than the Reassignment Amount shall be available to be distributed to the Borrower on such Settlement Date or Release Date, as applicable, under clause eleventh of Section 3.03(a) before giving effect to the payment of any Reassignment Amount, the Indenture Trustee Borrower shall not be required to remit the Reassignment Amount on such Settlement Date or Release Date, as applicable. Any Reassignment shall be free and clear of all security interests created under this Agreement and the Servicer other Transaction Documents, which shall automatically be deemed released and terminated simultaneously upon (x) the Administrative Agent’s receipt in immediately available funds of a material the applicable Reassignment Amount, if such payment is required pursuant to the above and (y) the effectiveness of such Reassignment, if payment of the Reassignment Amount is not required pursuant to the above. The foregoing provisions of this Section 6.03 and the provisions of Section 10.01 shall constitute the sole and exclusive remedies for any breach of any representation or warranty in Section 2.6(c)(iv), the party discovering such breach will give prompt notice to the other parties. If any breach made or deemed made by the Depositor of Borrower with respect to a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of any such breach given by the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties of the Depositor in Section 2.6(c)(iv) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such breach has been cured. Notice of the reassignment of a Sold Receivable pursuant to this Section 2.6(d6.01(m) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occursor Section 6.02.