Common use of Repurchase After Cure Period Clause in Contracts

Repurchase After Cure Period. In the event of a breach of any of the representations and warranties set forth in Sections 4.2 and 2.1(a), or in the event that a Participated Pool RAL is not an Eligible RAL as a result of the failure to satisfy the conditions set forth in the definition of Eligible RAL or Pool RAL (contingent on that failure not being caused by (i) any misrepresentation or omission to state a material fact by a RAL Customer, or (ii) action or inaction of any Block Office, Major Franchisee, or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and a Corporate Franchise a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and a subfranchisee, as applicable (except for any action or inaction by such entities due to changes to the RAL Program required by the RAL Originator or HSBC TFS outside of the deadlines set forth in this Agreement for any such changes), other than a breach or event as set forth in Section 4.4(a), and as a result of such breach any Participated Pool RAL becomes a Defaulted Pool RAL or BFC’s rights in, to or under the Participated Pool RAL or its proceeds are materially impaired, then, upon the expiration of 60 days (or such longer period as may be agreed to by BFC, but in not event later than 120 days) from the earlier to occur of the discovery of any such event by BFC or receipt by BFC of written notice from HSBC TFS of any such event, BFC may by notice then given in writing to HSBC TFS direct HSBC TFS to repurchase the Participation Interest in each such Participated Pool RAL within 30 days of such notice (or within such longer period as may be specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Section 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day prior to such repurchase, such representations and warranties with respect to such Participated Pool RAL shall then be true and correct in all material respects as if such Participated Pool RAL had been created on such day.

Repurchase After Cure Period. In the event of a breach of any of the representations and warranties set forth in Sections 4.2 and 2.1(a), Section 4.1(j) or (k) with respect to a Receivable (other than in the event that a Participated Pool RAL Receivable is not an Eligible RAL Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible RAL or Pool RAL (contingent on that failure not being caused by (i) any misrepresentation or omission to state a material fact by a RAL Customer, or (ii) action or inaction of any Block Office, Major Franchisee, or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and a Corporate Franchise a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and a subfranchisee, as applicable (except for any action or inaction by such entities due to changes to the RAL Program required by the RAL Originator or HSBC TFS outside of the deadlines set forth in this Agreement for any such changes), other than a breach or event as set forth in Section 4.4(aReceivable), and as a result of such breach any Participated Pool RAL or event such Receivable becomes a Receivable in a Defaulted Pool RAL Account or BFC’s the Purchaser's rights in, to or under the Participated Pool RAL such Receivable or its proceeds are materially impairedimpaired or the proceeds of such Receivable are not available for any reason to the Purchaser free and clear of any Lien except Liens permitted hereby, then, upon the expiration of 60 90 days (or such any longer period as may be agreed specified by the Servicer (not to by BFC, but in not event later than 120 exceed an additional 90 days) from the earlier to occur of (x) the discovery of any such event by BFC the Transferor or the Servicer or (y) receipt by BFC the Purchaser or the Servicer of written notice from HSBC TFS of any such eventevent given by the Trustee, BFC may by notice then given in writing to HSBC TFS direct HSBC TFS to repurchase the Participation Interest in each such Participated Pool RAL within 30 days Receivable or, at the option of the Purchaser, all such notice (or within such longer period as may Receivables with respect to the related Account, shall be specified in such notice but in no event later than 120 days) repurchased by the Seller on the terms and conditions set forth in Section 4.4(c)Article VI hereof; provided, however, that no such repurchase shall be required to be made if, on any day prior to within such repurchaseapplicable period, (A) such representations representation and warranties warranty with respect to such Participated Pool RAL Receivable shall then be true and correct in all material respects as if such Participated Pool RAL Receivable had been created transferred to the Trust on such day, and (B) the related Account is no longer a Defaulted Account as the result of the breach of such representation and warranty, and the Trust's rights in, to or under such Receivable or its proceeds are no longer materially impaired as a result of a breach of such representation and warranty, and the proceeds of such Receivable are available to the Trust free and clear of all Liens resulting in the breach of such representation and warranty, as applicable.

Repurchase After Cure Period. In the event of a breach of any of the representations and warranties set forth in Sections 4.2 and 2.1(a), or in the event that a Participated Pool RAL is not an Eligible RAL as a result of the failure to satisfy the conditions set forth in the definition of Eligible RAL or Pool RAL (contingent on that failure not being caused by (i) any misrepresentation or omission to state a material fact by a RAL Customer, or (ii) action or inaction of any Block Office, Major Franchisee, or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and a Corporate Franchise Franchise, a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and a subfranchisee, as applicable (except for any action or inaction by such entities due to changes to the RAL Program required by the RAL Originator or HSBC TFS Tax Masters outside of the deadlines set forth in this Agreement for any such changes)), other than a breach or event as set forth in Section 4.4(a), and as a result of such breach any Participated Pool RAL becomes a Defaulted Pool RAL or BFC’s 's rights in, to or under the Participated Pool RAL or its proceeds are materially impaired, then, upon the expiration of 60 days (or such longer period as may be agreed to by BFC, but in not event later than 120 days) from the earlier to occur of the discovery of any such event by BFC or receipt by BFC of written notice from HSBC TFS Tax Masters of any such event, BFC may by notice then given in writing to HSBC TFS Tax Masters direct HSBC TFS Tax Masters to repurchase the Participation Interest in each such Participated Pool RAL within 30 days of such notice (or within such longer period as may be specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Section 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day prior to such repurchase, such representations and warranties with respect to such Participated Pool RAL shall then be true and correct in all material respects as if such Participated Pool RAL had been created on such day.

Repurchase After Cure Period. In the event of a breach of any of the representations and warranties set forth in Sections 4.2 and 2.1(a), or in the event that a Participated Pool RAL is not an Eligible RAL as a result of the failure to satisfy the conditions set forth in the definition of Eligible RAL or Pool RAL (contingent on that failure not being caused by (i) any misrepresentation or omission to state a material fact by a RAL Customer, or (ii) action or inaction of any Block Office, Major Franchisee, or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and a Corporate Franchise a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and a subfranchisee, as applicable (except for any action or inaction by such entities due to changes to the RAL Program required by the RAL Originator or HSBC TFS Tax Masters outside of the deadlines set forth in this Agreement for any such changes), other than a breach or event as set forth in Section 4.4(a), and as a result of such breach any Participated Pool RAL becomes a Defaulted Pool RAL or BFC’s 's rights in, to or under the Participated Pool RAL or its proceeds are materially impaired, then, upon the expiration of 60 days (or such longer period as may be agreed to by BFC, but in not event later than 120 days) from the earlier to occur of the discovery of any such event by BFC or receipt by BFC of written notice from HSBC TFS Tax Masters of any such event, BFC may by notice then given in writing to HSBC TFS Tax Masters direct HSBC TFS Tax Masters to repurchase the Participation Interest in each such Participated Pool RAL within 30 days of such notice (or within such longer period as may be specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Section 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day prior to such repurchase, such representations and warranties with respect to such Participated Pool RAL shall then be true and correct in all material respects as if such Participated Pool RAL had been created on such day.

Repurchase After Cure Period. In the event of a breach ---------------------------- of any of the representations and warranties set forth in Sections 4.2 and 2.1(a), Section 4.1(j) or (k) with respect to a Receivable (other than in the event that a Participated Pool RAL Receivable is not an Eligible RAL Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible RAL or Pool RAL (contingent on that failure not being caused by (i) any misrepresentation or omission to state a material fact by a RAL Customer, or (ii) action or inaction of any Block Office, Major Franchisee, or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and a Corporate Franchise a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and a subfranchisee, as applicable (except for any action or inaction by such entities due to changes to the RAL Program required by the RAL Originator or HSBC TFS outside of the deadlines set forth in this Agreement for any such changes), other than a breach or event as set forth in Section 4.4(aReceivable), and as a result of such breach any Participated Pool RAL or event such Receivable becomes a Receivable in a Defaulted Pool RAL Account or BFC’s the Purchaser's rights in, to or under the Participated Pool RAL such Receivable or its proceeds are materially impairedimpaired or the proceeds of such Receivable are not available for any reason to the Purchaser free and clear of any Lien except Liens permitted hereby, then, upon the expiration of 60 90 days (or such any longer period as may be agreed specified by the Servicer (not to by BFC, but in not event later than 120 exceed an additional 90 days) from the earlier to occur of (x) the discovery of any such event by BFC the Transferor or the Servicer or (y) receipt by BFC the Purchaser or the Servicer of written notice from HSBC TFS of any such eventevent given by the Trustee, BFC may by notice then given in writing to HSBC TFS direct HSBC TFS to repurchase the Participation Interest in each such Participated Pool RAL within 30 days Receivable or, at the option of the Purchaser, all such notice (or within such longer period as may Receivables with respect to the related Account, shall be specified in such notice but in no event later than 120 days) repurchased by the Seller on the terms and conditions set forth in Section 4.4(c)Article VI hereof; provided, however, that no such repurchase shall be required to be made if, on any day prior to within such repurchaseapplicable period, (A) such representations representation and warranties warranty with respect to such Participated Pool RAL Receivable shall then be true and correct in all material respects as if such Participated Pool RAL Receivable had been created transferred to the Trust on such day, and (B) the related Account is no longer a Defaulted Account as the result of the breach of such representation and warranty, and the Trust's rights in, to or under such Receivable or its proceeds are no longer materially impaired as a result of a breach of such representation and warranty, and the proceeds of such Receivable are available to the Trust free and clear of all Liens resulting in the breach of such representation and warranty, as applicable.

Repurchase After Cure Period. In the event of a breach of any of the representations and warranties set forth in Sections 4.2 and 2.1(a), or in the event that a Participated Pool RAL is not an Eligible RAL as a result of the failure to satisfy the conditions set forth in the definition of Eligible RAL or Pool RAL (contingent on that failure not being caused by (i) any misrepresentation or omission to state a material fact by a RAL Customer, or (ii) action or inaction of any Block Office, Major Franchisee, or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and a Corporate Franchise a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and a subfranchisee, as applicable (except for any action or inaction by such entities due to changes to the RAL Program required by the RAL Originator Originator, HTMAC or HSBC TFS Tax Masters outside of the deadlines set forth in this Agreement for any such changes), other than a breach or event as set forth in Section 4.4(a), and as a result of such breach any Participated Pool RAL becomes a Defaulted Pool RAL or BFC’s 's rights in, to or under the Participated Pool RAL or its proceeds are materially impaired, then, upon the expiration of 60 days (or such longer period as may be agreed to by BFC, but in not event later than 120 days) from the earlier to occur of the discovery of any such event by BFC or receipt by BFC of written notice from HSBC TFS Tax Masters or HTMAC of any such event, BFC may by notice then given in writing to HSBC TFS Tax Masters and HTMAC direct HSBC TFS HTMAC to repurchase the Participation Interest in each such Participated Pool RAL within 30 days of such notice (or within such longer period as may be specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Section 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day prior to such repurchase, such representations and warranties with respect to such Participated Pool RAL shall then be true and correct in all material respects as if such Participated Pool RAL had been created on such day.

Repurchase After Cure Period. In the event of a ---------------------------- breach of any of the representations and warranties set forth in Sections 4.2 and 2.1(a), Section 4.1(j) or (k) with respect to a Receivable (other than in the event that a Participated Pool RAL Receivable is not an Eligible RAL Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible RAL or Pool RAL (contingent on that failure not being caused by (i) any misrepresentation or omission to state a material fact by a RAL Customer, or (ii) action or inaction of any Block Office, Major Franchisee, or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and a Corporate Franchise a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and a subfranchisee, as applicable (except for any action or inaction by such entities due to changes to the RAL Program required by the RAL Originator or HSBC TFS outside of the deadlines set forth in this Agreement for any such changes), other than a breach or event as set forth in Section 4.4(aReceivable), and as a result of such breach any Participated Pool RAL or event such Receivable becomes a Receivable in a Defaulted Pool RAL Account or BFC’s the Purchaser's rights in, to or under the Participated Pool RAL such Receivable or its proceeds are materially impairedimpaired or the proceeds of such Receivable are not available for any reason to the Purchaser free and clear of any Lien except Liens permitted hereby, then, upon the expiration of 60 90 days (or such any longer period as may be agreed specified by the Servicer (not to by BFC, but in not event later than 120 exceed an additional 90 days) from the earlier to occur of (x) the discovery of any such event by BFC the Transferor or the Servicer or (y) receipt by BFC the Purchaser or the Servicer of written notice from HSBC TFS of any such eventevent given by the Trustee, BFC may by notice then given in writing to HSBC TFS direct HSBC TFS to repurchase the Participation Interest in each such Participated Pool RAL within 30 days Receivable or, at the option of the Purchaser, all such notice (or within such longer period as may Receivables with respect to the related Account, shall be specified in such notice but in no event later than 120 days) repurchased by the Seller on the terms and conditions set forth in Section 4.4(c)Article VI hereof; provided, however, that no such repurchase shall be required to be made if, on any day prior to within such repurchaseapplicable period, (A) such representations representation and warranties warranty with respect to such Participated Pool RAL Receivable shall then be true and correct in all material respects as if such Participated Pool RAL Receivable had been created transferred to the Trust on such day, and (B) the related Account is no longer a Defaulted Account as the result of the breach of such representation and warranty, and the Trust's rights in, to or under such Receivable or its proceeds are no longer materially impaired as a result of a breach of such representation and warranty, and the proceeds of such Receivable are available to the Trust free and clear of all Liens resulting in the breach of such representation and warranty, as applicable.