Common use of Repurchase Upon Breach or Failure of a Condition Clause in Contracts

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in which such discovery occurred), the Seller shall repurchase any Receivable the Holders' interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated therein. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, Trustee of either any breach of the Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in which such discovery occurred), the Seller shall repurchase any Receivable the Holders' interest in which was materially and adversely affected by the breach or failed condition, as of such last day. Notwithstanding anything herein to the contrary, with respect to the breach of a representation and warranty in Section 3.1(b)(xxviii), the Seller shall repurchase such Receivable regardless of its effect on the interest of the Holders in such Receivable or whether notice thereof has been delivered by any of the parties thereto, and the repurchase of any such Receivable shall take place at any time as is administratively convenient for the Seller and the Servicer. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's ’s representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' ’ interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's ’s option, the last day of the Collection Period in which such discovery occurred), the Seller shall repurchase any Receivable the Holders' ’ interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the Seller's ’s representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated therein. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The SellerDepositor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the SellerDepositor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's Depositor’s representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' ’ interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's Depositor’s option, the last day of the Collection Period in which such discovery occurred), the Seller Depositor shall repurchase any Receivable the Holders' ’ interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the Seller Depositor shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the Seller's Depositor’s representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller Depositor to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller Depositor to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the Seller Depositor of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller Depositor as to the facts stated therein. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in which such discovery occurred), the Seller shall repurchase any Receivable the Holders' interest in which was materially and adversely affected by the breach or failed condition, as of such last day. Notwithstanding anything herein to the contrary, with respect to the breach of a representation and warranty in Section 3.1(b)(xxvii), the Seller shall repurchase such Receivable regardless of its effect on the interest of the Holders in such Receivable or whether notice thereof has been delivered by any of the parties thereto, and the repurchase of any such Receivable shall take place at any time as is administratively convenient for the Seller and the Servicer. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' Trust's interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in which such discovery occurred), the Seller shall repurchase any Receivable the Holders' Holder's interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. In the event that, as of the Cutoff Date, any Receivable shall have a Contract Rate which is lower than the sum of the Weighted Average Pass-Through Rate and the Servicing Fee Rate, the Seller shall repurchase such Receivable on the terms and in the manner specified above; provided, however, that notwithstanding anything to the contrary contained herein, the Seller shall repurchase such Receivable as of the last day of the Collection Period immediately succeeding the discovery thereof by the Seller or the Servicer or the receipt by the Seller of notice thereof from the Trustee. The sole remedy of the IssuerTrust, the Indenture Trustee or the Holders Certificateholders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated therein. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's representations and warranties set forth in Section 3.1(aSECTION 3.1(A) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(bSECTION 3.1(B) which materially and adversely affects the Holders' interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in which such discovery occurred), the Seller shall repurchase any Receivable the Holders' interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section SECTION 4.3) in the manner specified in Section SECTION 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(aSECTION 3.1(A) or to a failure of any of the conditions set forth in Section 3.1(bSECTION 3.1(B) shall be to require the Seller to repurchase Receivables pursuant to this Section SECTION 3.2. The obligation of the Seller to repurchase under this Section SECTION 3.2 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated therein. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section SECTION 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, Trustee of either any breach of the Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in which such discovery occurred), the Seller shall repurchase any Receivable the Holders' interest in which was materially and adversely affected by the breach or failed condition, as of such last day. Notwithstanding anything herein to the contrary, with respect to the breach of a representation and warranty in Section 3.1(b)(xxvii), the Seller shall repurchase such Receivable regardless of its effect on the interest of the Holders in such Receivable or whether notice thereof has been delivered by any of the parties thereto, and the repurchase of any such Receivable shall take place at any time as is administratively convenient for the Seller and the Servicer. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The SellerDepositor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the SellerDepositor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's Depositor’s representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) ), in either case which materially and adversely affects the Holders' Noteholders’ interest in any Receivable; provided that delivery of the Servicer’s Certificate (specifying the aggregate Repurchase Amount for the related Collection Period) shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the Seller's Depositor’s option, the last day of the Collection Period in which such discovery occurred), the Seller Depositor shall repurchase any Receivable the Holders' Noteholders’ interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the Seller Depositor shall remit the Repurchase Amount of such Receivable as of such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.45.3. The sole remedy of the Issuer, the Indenture Trustee or the Holders Noteholders with respect either to a breach of the Seller's Depositor’s representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the Seller Depositor to repurchase Receivables pursuant to this Section 3.2. The obligation of Neither the Seller to repurchase under this Section 3.2 shall not be dependent upon Owner Trustee nor the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated therein. The Owner Indenture Trustee shall have no any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Each Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the such Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, Trustee of either any breach of the a Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any the related Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the related Seller's option, the last day of the Collection Period in which such discovery occurred), occurred or in which the related Seller received notice of such breach) the Seller who conveyed such Receivable to the Issuer shall repurchase such Receivable (together with any Receivable Deferred Paid-Ahead Amounts thereon) the Holders' interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the any such Seller shall remit the Repurchase Amount of such Receivable as of on the Deposit Date next succeeding such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the any Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the such Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller Sellers to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the related Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement. For administrative convenience, if Chase is obligated pursuant to this Section 3.2 to repurchase a Chase Receivable from the Issuer, Chase USA, at its option, may satisfy Chase's obligation by repurchasing such Receivable upon the same terms as if Chase had repurchased such Receivable.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's representations and warranties set forth in Section 3.1(asubsection 12.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivablesubsection 12.1(b). Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in during which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in during which such discovery occurredoccurred)(such date, the "Repurchase Date"), the Seller shall repurchase any Receivable the Holders' Trust's interest in which was materially and adversely affected by the breach or failed condition, as determined by the Servicer and reported in an Officer's Certificate, as of such last daythe Repurchase Date. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day the Repurchase Date (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Certificate Account with respect to such Receivable pursuant to Section 4.313.3) in the manner specified in Section 5.414.4. In the event that, as of the Cutoff Date, any Receivable shall have an APR which is lower than the sum of (i) the weighted average of the Class A Pass-through Rate and the Class B Pass-through Rate and (ii) the Servicing Fee Rate, the Seller shall repurchase such Receivable on the terms and in the manner specified above, provided, however, that notwithstanding anything to the contrary contained herein, the Seller shall repurchase such Receivable as of the last day of the Collection Period during which the discovery thereof by the Seller or the Servicer occurred or the notice thereof from the Trustee was received by the Seller. The sole remedy of the IssuerTrust, the Indenture Trustee or the Holders Certificateholders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(asubsection 12.1(a) or to a failure of any of the conditions set forth in Section 3.1(bsubsection 12.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.212.2. The obligation of the Seller to repurchase under this Section 3.2 12.2 shall not be solely dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 12.2 or the eligibility of any Receivable for purposes of this the Agreement.

Repurchase Upon Breach or Failure of a Condition. The SellerDepositor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the SellerDepositor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the SellerDepositor's representations and warranties set forth in Section 3.1(asubsection 5.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivablesubsection 5.1(b). Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in during which such discovery occurred (or, at the SellerDepositor's option, the last day of the Collection Period in during which such discovery occurred) (such date, the "Repurchase Date"), the Seller Depositor shall repurchase any Receivable the Holders' Trust's interest in which was materially and adversely affected by the breach or failed condition, as determined by the Servicer and reported in an Officer's Certificate, as of the Repurchase Date; provided that unless the Depositor has sufficient cash, distributed to it by the Issuer, to make such last dayrepurchase, the Seller shall only be required to repurchase such Receivable if the Seller concurrently repurchases such Receivable under the Purchase Agreement. In The Seller shall enforce its rights under the Sale and Servicing Agreement to have the Seller repurchase such Receivable. Subject to the preceding proviso, in consideration of the repurchase of a Receivable, the Seller Depositor shall remit the Repurchase Purchase Amount of such Receivable as of such last day the Repurchase Date (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.36.3) in the manner specified in Section 5.47.4. The sole remedy of the IssuerTrust, the Indenture Trustee or the Holders Certificateholders with respect either to a breach of the SellerDepositor's representations and warranties set forth in Section 3.1(asubsection 5.1(a) or to a failure of any of the conditions set forth in Section 3.1(bsubsection 5.1(b) shall be to require the Seller Depositor to repurchase Receivables pursuant to, and subject to the terms of, this Section 3.25.2. The obligation of the Seller Depositor to repurchase under this Section 3.2 5.2 shall not be solely dependent upon the actual knowledge of the Seller Depositor of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated therein. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement.or

Repurchase Upon Breach or Failure of a Condition. The SellerDepositor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the SellerDepositor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the SellerDepositor's representations and warranties set forth in Section 3.1(asubsection 5.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivablesubsection 5.1(b). Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in during which such discovery occurred (or, at the SellerDepositor's option, the last day of the Collection Period in during which such discovery occurred) (such date, the "Repurchase Date"), the Seller Depositor shall repurchase any Receivable the Holders' Trust's interest in which was materially and adversely affected by the breach or failed condition, as determined by the Servicer and reported in an Officer's Certificate, as of the Repurchase Date; provided that unless the Depositor has sufficient cash, distributed to it by the Issuer, to make such last dayrepurchase, the Seller shall only be required to repurchase such Receivable if the Seller concurrently repurchases such Receivable under the Purchase Agreement. In The Seller shall enforce its rights under the Sale and Servicing Agreement to have the Seller repurchase such Receivable. Subject to the preceding proviso, in consideration of the repurchase of a Receivable, the Seller Depositor shall remit the Repurchase Purchase Amount of such Receivable as of such last day the Repurchase Date (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.36.3) in the manner specified in Section 5.47.4. The sole remedy of the IssuerTrust, the Indenture Trustee or the Holders Certificateholders with respect either to a breach of the SellerDepositor's representations and warranties set forth in Section 3.1(asubsection 5.1(a) or to a failure of any of the conditions set forth in Section 3.1(bsubsection 5.1(b) shall be to require the Seller Depositor to repurchase Receivables pursuant to, and subject to the terms of, this Section 3.25.2. The obligation of the Seller Depositor to repurchase under this Section 3.2 5.2 shall not be solely dependent upon the actual knowledge of the Seller Depositor of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 5.2 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase Upon Breach or Failure of a Condition. The Seller, the Servicer, the Indenture Trustee or the Owner TrusteeTrust ee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the Seller's representations and warranties set forth in Section 3.1(asubsection 12.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest in any Receivablesubsection 12.1(b). Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in during which such discovery occurred (or, at the Seller's option, the last day of the Collection Period in during which such discovery occurredoccurred)(such date, the "Repurchase Date"), the Seller shall repurchase any Receivable the Holders' Trust's interest in which was materially and adversely affected by the breach or failed condition, as determined by the Servicer and reported in an Officer's Certificate, as of such last daythe Repurchase Date. In consideration of the repurchase of a Receivable, the Seller shall remit the Repurchase Amount of such Receivable as of such last day the Repurchase Date (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Certificate Account with respect to such Receivable pursuant to Section 4.313.3) in the manner specified in Section 5.414.4. In the event that, as of the Cutoff Date, any Receivable shall have an APR which is lower than the sum of (i) the weighted average of the Class A Pass-through Rate and the Class B Pass-through Rate and (ii) the Servicing Fee Rate, the Seller shall repurchase such Receivable on the terms and in the manner specified above, provided, however, that notwithstanding anything to the contrary contained herein, the Seller shall repurchase such Receivable as of the last day of the Collection Period during which the discovery thereof by the Seller or the Servicer occurred or the notice thereof from the Trustee was received by the Seller. The sole remedy of the IssuerTrust, the Indenture Trustee or the Holders Certificateholders with respect either to a breach of the Seller's representations and warranties set forth in Section 3.1(asubsection 12.1(a) or to a failure of any of the conditions set forth in Section 3.1(bsubsection 12.1(b) shall be to require the Seller to repurchase Receivables pursuant to this Section 3.212.2. The obligation of the Seller to repurchase under this Section 3.2 12.2 shall not be solely dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 12.2 or the eligibility of any Receivable for purposes of this the Agreement.

Repurchase Upon Breach or Failure of a Condition. The Each Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties in writing, upon the discovery by the such Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, Trustee of either any breach of the a Seller's representations and warranties set forth in Section 3.1(a) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(b) which materially and adversely affects the Holders' interest of the Issuer in any the related Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Period following the Collection Period in which such discovery occurred (or, at the related Seller's option, the last day of the Collection Period in which such discovery occurred), occurred or in which the related Seller received notice of such breach) the Seller who conveyed such Receivable to the Issuer shall repurchase such Receivable (together with any Receivable Deferred Paid-Ahead Amounts thereon) the Holders' interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the any such Seller shall remit the Repurchase Amount of such Receivable as of on the Deposit Date next succeeding such last day (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.4. The sole remedy of the Issuer, the Indenture Trustee or the Holders with respect either to a breach of the any Seller's representations and warranties set forth in Section 3.1(a) or to a failure of any of the conditions set forth in Section 3.1(b) shall be to require the such Seller to repurchase Receivables pursuant to this Section 3.2. The obligation of the Seller Sellers to repurchase under this Section 3.2 shall not be dependent upon the actual knowledge of the related Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 or the eligibility of any Receivable for purposes of this Agreement. For administrative convenience, if Chase is obligated pursuant to this Section 3.2 to repurchase a Chase Receivable from the Issuer, Chase USA, at its option, may satisfy Chase's obligation by repurchasing such Receivable upon the same terms as if Chase had repurchased such Receivable.

Repurchase Upon Breach or Failure of a Condition. The Seller------------------------------------------------ Transferor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the SellerTransferor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of either any breach of the SellerTransferor's representations and warranties set forth in Section 3.1(asubsection 2.5(b) or the failure of any Receivable to satisfy any of the conditions set forth in Section 3.1(bsubsection 2.5(c) which materially and adversely affects the Holders' Trust's interest in any Receivable. Unless the breach or failed condition shall have been cured by the last day of the Collection Monthly Period following the Collection Monthly Period in which such discovery occurred (or, at the SellerTransferor's option, the last day of the Collection Monthly Period in which such discovery occurred), the Seller Transferor shall repurchase any Receivable the Holders' Trust's interest in which was materially and adversely affected by the breach or failed condition, as of such last day. In consideration of the repurchase of a Receivable, the Seller Transferor shall remit the Repurchase Amount of such Receivable Receivable, for credit as of such last day (less any Liquidation Proceeds depositedday, or to be deposited, by the Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 5.44.4. In the event that, as of the Cut-Off Date, any Receivable shall have a Contract Rate which is lower than the sum of the Class C Pass-Through Rate and the Servicing Fee Rate, the Transferor shall repurchase such Receivable on the terms and in the manner specified above. The sole remedy of the IssuerTrust, the Indenture Trustee or the Holders Certificateholders with respect either to a breach of the SellerTransferor's representations and warranties set forth in Section 3.1(asubsection 2.5(b) or to a failure of to satisfy any of the conditions set forth in Section 3.1(bsubsection 2.5(c) shall be to require the Seller Transferor to repurchase Receivables pursuant to this Section 3.22.6. The obligation of the Seller Transferor to repurchase any Receivable under this Section 3.2 2.6 shall not be solely dependent upon the actual knowledge of the Seller Transferor of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated thereinwarranty. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.2 2.6 or the eligibility of any Receivable for purposes of this Agreement.. [End of Article II]