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 Section 4.1(j) or (k) with respect to a Receivable (other than in the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible Receivable), and as a result of such breach or event such Receivable becomes a Receivable in a Defaulted Account or the Purchaser's rights in, to or under such Receivable or its proceeds are materially impaired 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 90 days or any longer period specified by the Servicer (not to exceed an additional 90 days) from the earlier to occur of (x) the discovery of any such event by the Transferor or the Servicer or (y) receipt by the Purchaser or the Servicer of written notice of any such event given by the Trustee, each such Receivable or, at the option of the Purchaser, all such Receivables with respect to the related Account, shall be repurchased by the Seller on the terms and conditions set forth in Article VI hereof; provided, however, that no such repurchase shall be required to be made if, on any day within such applicable period, (A) such representation and warranty with respect to such Receivable shall then be true and correct in all material respects as if such Receivable had been 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 Section 4.1(j) Sections 4.2 and 2.1(a), or (k) with respect to a Receivable (other than in the event that a Receivable Participated Pool RAL is not an Eligible Receivable RAL as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible ReceivableRAL 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 or event such Receivable any Participated Pool RAL becomes a Receivable in a Defaulted Account Pool RAL or the Purchaser's BFC’s rights in, to or under such Receivable the Participated Pool RAL or its proceeds are materially impaired or the proceeds of such Receivable are not available for any reason to the Purchaser free and clear of any Lien except Liens permitted herebyimpaired, then, upon the expiration of 90 60 days (or any such longer period specified as may be agreed to by the Servicer (BFC, but in not to exceed an additional 90 event later than 120 days) from the earlier to occur of (x) the discovery of any such event by the Transferor BFC or the Servicer or (y) receipt by the Purchaser or the Servicer BFC of written notice from HSBC TFS of any such event event, BFC may by notice then given by in writing to HSBC TFS direct HSBC TFS to repurchase the Trustee, Participation Interest in each such Receivable or, at the option Participated Pool RAL within 30 days of the Purchaser, all such Receivables with respect to the related Account, shall notice (or within such longer period as may be repurchased by the Seller specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Article VI hereofSection 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day within prior to such applicable periodrepurchase, (A) such representation representations and warranty warranties with respect to such Receivable Participated Pool RAL shall then be true and correct in all material respects as if such Receivable Participated Pool RAL had been transferred to the Trust created 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 Section 4.1(j) or (k) with respect to a Receivable (other than in the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible Receivable), and as a result of such breach or event such Receivable becomes a Receivable in a Defaulted Account or the Purchaser's rights in, to or under such Receivable or its proceeds are materially impaired 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 90 days or any longer period specified by the Servicer (not to exceed an additional 90 days) from the earlier to occur of (x) the discovery of any such event by the Transferor or the Servicer or (y) receipt by the Purchaser or the Servicer of written notice of any such event given by the Trustee, each such Receivable or, at the option of the Purchaser, all such Receivables with respect to the related Account, shall be repurchased by the Seller on the terms and conditions set forth in Article VI hereof; provided, however, that no such repurchase shall be required to be made if, on any day within such applicable period, (A) such representation and warranty with respect to such Receivable shall then be true and correct in all material respects as if such Receivable had been 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 Section 4.1(j) Sections 4.2 and 2.1(a), or (k) with respect to a Receivable (other than in the event that a Receivable Participated Pool RAL is not an Eligible Receivable RAL as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible ReceivableRAL 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, HTMAC or 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 or event such Receivable any Participated Pool RAL becomes a Receivable in a Defaulted Account Pool RAL or the PurchaserBFC's rights in, to or under such Receivable the Participated Pool RAL or its proceeds are materially impaired or the proceeds of such Receivable are not available for any reason to the Purchaser free and clear of any Lien except Liens permitted herebyimpaired, then, upon the expiration of 90 60 days (or any such longer period specified as may be agreed to by the Servicer (BFC, but in not to exceed an additional 90 event later than 120 days) from the earlier to occur of (x) the discovery of any such event by the Transferor BFC or the Servicer or (y) receipt by the Purchaser or the Servicer BFC of written notice from Tax Masters or HTMAC of any such event event, BFC may by notice then given by in writing to Tax Masters and HTMAC direct HTMAC to repurchase the Trustee, Participation Interest in each such Receivable or, at the option Participated Pool RAL within 30 days of the Purchaser, all such Receivables with respect to the related Account, shall notice (or within such longer period as may be repurchased by the Seller specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Article VI hereofSection 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day within prior to such applicable periodrepurchase, (A) such representation representations and warranty warranties with respect to such Receivable Participated Pool RAL shall then be true and correct in all material respects as if such Receivable Participated Pool RAL had been transferred to the Trust created 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 Section 4.1(j) Sections 4.2 and 2.1(a), or (k) with respect to a Receivable (other than in the event that a Receivable Participated Pool RAL is not an Eligible Receivable RAL as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible ReceivableRAL 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 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 or event such Receivable any Participated Pool RAL becomes a Receivable in a Defaulted Account Pool RAL or the PurchaserBFC's rights in, to or under such Receivable the Participated Pool RAL or its proceeds are materially impaired or the proceeds of such Receivable are not available for any reason to the Purchaser free and clear of any Lien except Liens permitted herebyimpaired, then, upon the expiration of 90 60 days (or any such longer period specified as may be agreed to by the Servicer (BFC, but in not to exceed an additional 90 event later than 120 days) from the earlier to occur of (x) the discovery of any such event by the Transferor BFC or the Servicer or (y) receipt by the Purchaser or the Servicer BFC of written notice from Tax Masters of any such event event, BFC may by notice then given by in writing to Tax Masters direct Tax Masters to repurchase the Trustee, Participation Interest in each such Receivable or, at the option Participated Pool RAL within 30 days of the Purchaser, all such Receivables with respect to the related Account, shall notice (or within such longer period as may be repurchased by the Seller specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Article VI hereofSection 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day within prior to such applicable periodrepurchase, (A) such representation representations and warranty warranties with respect to such Receivable Participated Pool RAL shall then be true and correct in all material respects as if such Receivable Participated Pool RAL had been transferred to the Trust created 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 Section 4.1(j) or (k) with respect to a Receivable (other than in the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible Receivable), and as a result of such breach or event such Receivable becomes a Receivable in a Defaulted Account or the Purchaser's rights in, to or under such Receivable or its proceeds are materially impaired 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 90 days or any longer period specified by the Servicer (not to exceed an additional 90 days) from the earlier to occur of (x) the discovery of any such event by the Transferor or the Servicer or (y) receipt by the Purchaser or the Servicer of written notice of any such event given by the Trustee, each such Receivable or, at the option of the Purchaser, all such Receivables with respect to the related Account, shall be repurchased by the Seller on the terms and conditions set forth in Article VI hereof; provided, however, that no such repurchase shall be required to be made if, on any day within such applicable period, (A) such representation and warranty with respect to such Receivable shall then be true and correct in all material respects as if such Receivable had been 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 Section 4.1(j) Sections 4.2 and 2.1(a), or (k) with respect to a Receivable (other than in the event that a Receivable Participated Pool RAL is not an Eligible Receivable RAL as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible ReceivableRAL 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, 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 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 or event such Receivable any Participated Pool RAL becomes a Receivable in a Defaulted Account Pool RAL or the PurchaserBFC's rights in, to or under such Receivable the Participated Pool RAL or its proceeds are materially impaired or the proceeds of such Receivable are not available for any reason to the Purchaser free and clear of any Lien except Liens permitted herebyimpaired, then, upon the expiration of 90 60 days (or any such longer period specified as may be agreed to by the Servicer (BFC, but in not to exceed an additional 90 event later than 120 days) from the earlier to occur of (x) the discovery of any such event by the Transferor BFC or the Servicer or (y) receipt by the Purchaser or the Servicer BFC of written notice from Tax Masters of any such event event, BFC may by notice then given by in writing to Tax Masters direct Tax Masters to repurchase the Trustee, Participation Interest in each such Receivable or, at the option Participated Pool RAL within 30 days of the Purchaser, all such Receivables with respect to the related Account, shall notice (or within such longer period as may be repurchased by the Seller specified in such notice but in no event later than 120 days) on the terms and conditions set forth in Article VI hereofSection 4.4(c); provided, however, that no such repurchase shall be required to be made if, on any day within prior to such applicable periodrepurchase, (A) such representation representations and warranty warranties with respect to such Receivable Participated Pool RAL shall then be true and correct in all material respects as if such Receivable Participated Pool RAL had been transferred to the Trust created 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.