Common use of Repurchase of Receivables Clause in Contracts

Repurchase of Receivables. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3(b). If such breach or failure shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust with respect to a breach of the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b).

Repurchase of Receivables. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3(b). If such breach or failure shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust with respect to a breach of the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b).

Repurchase of Receivables. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery If a breach of any breach representation or failure to be true of the representations and warranties warranty set forth in Section 2.3(b). If such breach 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or failure the Noteholders in any Receivable shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Depositor Seller becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders as described in a ReceivableSection 3.5(b), the Depositor Seller shall repurchase such Receivable from the Trust Purchaser on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of for the repurchase of a Receivable hereunderany such Receivable, the Depositor Seller shall remit the Purchase Amount of such Receivable in to the manner specified in Section 4.5Purchaser. Upon any such repurchase, the Trust Purchaser shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the DepositorSeller, without recourse, representation or warranty, all of the right, title and interest of the Trust Purchaser in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a). The Trust Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor Seller to effect the conveyance of such Receivable pursuant to this Section 2.4(b3.5(c). The sole remedy of the Trust Purchaser with respect to a breach of the DepositorSeller’s representations and warranties set forth in Section 2.3(b) 3.4 shall be to require the Depositor Seller to repurchase the related Receivables pursuant to this Section 2.4(b3.5(c).

Repurchase of Receivables. The Depositor(a) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) or Section 3.1(c) of the Receivables Purchase Agreement, Section 3.1(b) of the Receivables Transfer Agreement or Section 3.1(a) hereof which materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach shall have been cured within thirty (30) days following (i) discovery of the breach by the Issuing Entity or receipt of notice of such breach by the Issuing Entity from the Grantor Trust (which notice shall provide sufficient detail so as to allow the Issuing Entity to reasonably investigate the breach), or (ii) in the case of the Grantor Trust Trustee or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Issuing Entity shall (1) repurchase from the Grantor Trust each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Transfer Agreement, use reasonable efforts to enforce, at the direction of the Grantor Trust or any of it assigns, including the Indenture Trustee, the Servicer obligations of the Depositor under Section 3.1(c) of the Receivables Transfer Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach will be deemed not to materially and adversely affect the interests of the Noteholders or the Administrator (on behalf Certificateholders taken as a whole, if such breach or failure does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on such Receivable. The Issuing Entity shall not interfere with or act to hinder the Grantor Trust’s or any assignee’s exercise of rights and remedies under this Section 3.2 or under Sections 3.1(c) or 4.13 of the Receivables Transfer Agreement. (b) It is understood and agreed that the obligation of the Issuing Entity to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(a), which materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, has occurred and is continuing, and the obligation of the Issuing Entity to enforce the Depositor’s obligation to repurchase such Receivables pursuant to the Receivables Transfer Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) of the Receivables Transfer Agreement and the Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) or Section 3.1(c) of the Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13, Section 4.13 of the Receivables Transfer Agreement or Section 4.13 of the Receivables Purchase Agreement) against the Issuing Entity, the Depositor or the Seller for such breach available to the Grantor Trust, the Financial Parties, the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee. (c) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Third Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Grantor Trust (or its applicable assign, as the case may be, shall inform ) to the other parties to this Agreement, Issuing Entity. (d) Upon discovery by the Seller and Issuing Entity or by the Indenture Trustee promptly, in writing, upon the discovery Grantor Trust of a breach of any breach or failure to be true of the foregoing representations and warranties set forth in Section 2.3(b3.1 hereof, Section 3.1(a). If such breach , Section 3.1(b) or failure shall not have been cured by the close of business on the last day Section 3.1(c) of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach Receivables Purchase Agreement or failure, and the Depositor determines that such breach Section 3.1(a) or failure materially and adversely affects the interest Section 3.1(b) of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all Receivables Transfer Agreement (other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust than with respect to a Receivables that have been repurchased in accordance with the terms of this Agreement), the party discovering such breach of shall give prompt written notice to the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b)other party.

Repurchase of Receivables. The Depositor, the Servicer Servicer[, the Backup Servicer] or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3(b). If such breach or failure shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. Receivable In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust with respect to a breach of the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b).

Repurchase of Receivables. The Depositor, the Servicer Servicer[, the Backup Servicer] or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3(b). If such breach or failure shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60) day after the date on which the Depositor becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust with respect to a breach of the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b)2.4.

Repurchase of Receivables. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery If a breach of any breach representation or failure to be true of the representations and warranties warranty set forth in Section 2.3(b). If such breach 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or failure the Noteholders in any Receivable shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60) day after the date on which the Depositor Seller becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders as described in a ReceivableSection 3.5(b), the Depositor Seller shall repurchase such Receivable from the Trust Purchaser on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of for the repurchase of a Receivable hereunderany such Receivable, the Depositor Seller shall remit the Purchase Amount of such Receivable in to the manner specified in Section 4.5Purchaser. Upon any such repurchase, the Trust Purchaser shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the DepositorSeller, without recourse, representation or warranty, all of the right, title and interest of the Trust Purchaser in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a)2.1. The Trust Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor Seller to effect the conveyance of such Receivable pursuant to this Section 2.4(b3.5(c). The sole remedy of the Trust Purchaser with respect to a breach of the DepositorSeller’s representations and warranties set forth in Section 2.3(b) 3.4 shall be to require the Depositor Seller to repurchase the related Receivables pursuant to this Section 2.4(b3.5(c).

Repurchase of Receivables. The Depositor(a) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement, Section 3.1(b) of the Receivables Transfer Agreement or Section 3.1(a) hereof which materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach shall have been cured within thirty (30) days following (i) discovery of the breach by the Issuing Entity or receipt of notice of such breach by the Issuing Entity from the Grantor Trust (which notice shall provide sufficient detail so as to allow the Issuing Entity to reasonably investigate the breach), or (ii) in the case of the Grantor Trust Trustee or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Issuing Entity shall (1) repurchase from the Grantor Trust each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Transfer Agreement, use reasonable efforts to enforce, at the direction of the Grantor Trust or any of it assigns, including the Indenture Trustee, the Servicer obligations of the Depositor under Section 3.1(c) of the Receivables Transfer Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach will be deemed not to materially and adversely affect the interests of the Noteholders or the Administrator (on behalf Certificateholders taken as a whole, if such breach or failure does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on such Receivable. The Issuing Entity shall not interfere with or act to hinder the Grantor Trust’s or any assignee’s exercise of rights and remedies under this Section 3.2 or under Sections 3.1(c) or 4.13 of the Receivables Transfer Agreement. (b) It is understood and agreed that the obligation of the Issuing Entity to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(a), which materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, has occurred and is continuing, and the obligation of the Issuing Entity to enforce the Depositor’s obligation to repurchase such Receivables pursuant to the Receivables Transfer Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) of the Receivables Transfer Agreement and the Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13, Section 4.13 of the Receivables Transfer Agreement or Section 4.13 of the Receivables Purchase Agreement) against the Issuing Entity, the Depositor or the Seller for such breach available to the Grantor Trust, the Financial Parties, the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee. (c) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Third Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Grantor Trust (or its applicable assign, as the case may be, shall inform ) to the other parties to this Agreement, Issuing Entity. (d) Upon discovery by the Seller and Issuing Entity or by the Indenture Trustee promptly, in writing, upon the discovery Grantor Trust of a breach of any breach or failure to be true of the foregoing representations and warranties set forth in Section 2.3(b3.1 hereof, Section 3.1(a). If such breach , Section 3.1(b) or failure shall not have been cured by the close of business on the last day Section 3.1(c) of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach Receivables Purchase Agreement or failure, and the Depositor determines that such breach Section 3.1(a) or failure materially and adversely affects the interest Section 3.1(b) of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all Receivables Transfer Agreement (other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust than with respect to a Receivables that have been repurchased in accordance with the terms of this Agreement), the party discovering such breach of shall give prompt written notice to the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b)other party.

Repurchase of Receivables. The Depositor, the Servicer Servicer[, the Backup Servicer] or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3(b). If such breach or failure shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach or failure, and the Depositor determines that such breach or failure materially and adversely affects the interest of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust with respect to a breach of the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b).

Repurchase of Receivables. The Depositor(a) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement, Section 3.1(b) of the Receivables Transfer Agreement or Section 3.1(a) hereof which materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach shall have been cured within thirty (30) days following (i) discovery of the breach by the Issuing Entity or receipt of notice of such breach by the Issuing Entity from the Grantor Trust (which notice shall provide sufficient detail so as to allow the Issuing Entity to reasonably investigate the breach), or (ii) in the case of the Grantor Trust Trustee or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Issuing Entity shall (1) repurchase from the Grantor Trust each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Transfer Agreement, use reasonable efforts to enforce, at the direction of the Grantor Trust or any of it assigns, including the Indenture Trustee, the Servicer obligations of the Depositor under Section 3.1(c) of the Receivables Transfer Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach will be deemed not to materially and adversely affect the interests of the Noteholders or the Administrator (on behalf Certificateholders taken as a whole, if such breach or failure does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on such Receivable. The Issuing Entity shall not interfere with or act to hinder the Grantor Trust’s or any assignee’s exercise of rights and remedies under this Section 3.2 or under Sections 3.1(c) or 4.13 of the Receivables Transfer Agreement. (b) It is understood and agreed that the obligation of the Issuing Entity to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(a), which materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, has occurred and is continuing, and the obligation of the Issuing Entity to enforce the Depositor’s obligation to repurchase such Receivables pursuant to the Receivables Transfer Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) of the Receivables Transfer Agreement and the Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13, Section 4.13 of the Receivables Transfer Agreement or Section 4.13 of the Receivables Purchase Agreement) against the Issuing Entity, the Depositor or the Seller for such breach available to the Grantor Trust, the Financial Parties, the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee. (c) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Third Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Grantor Trust (or its applicable assign, as the case may be, shall inform ) to the other parties to this Agreement, Issuing Entity. (d) Upon discovery by the Seller and Issuing Entity or by the Indenture Trustee promptly, in writing, upon the discovery Grantor Trust of a breach of any breach or failure to be true of the foregoing representations and warranties set forth in Section 2.3(b3.1(a) hereof, Section 3.1(a). If such breach , Section 3.1(b) or failure shall not have been cured by the close of business on the last day Section 3.1(c) of the Collection Period which includes the 60th day after the date on which the Depositor becomes aware of such breach Receivables Purchase Agreement or failure, and the Depositor determines that such breach Section 3.1(a) or failure materially and adversely affects the interest Section 3.1(b) of the Trust or the Noteholders in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. Upon any such repurchase, the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Depositor, without recourse, representation or warranty, all of the right, title and interest of the Trust in, to and under such repurchased Receivable and all Receivables Transfer Agreement (other related assets described in Section 2.1(a). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Depositor to effect the conveyance of such Receivable pursuant to this Section 2.4(b). The sole remedy of the Trust than with respect to a Receivables that have been repurchased in accordance with the terms of this Agreement), the party discovering such breach of shall give prompt written notice to the Depositor’s representations and warranties set forth in Section 2.3(b) shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4(b)other party.