Common use of Transfer of Ineligible Receivables Clause in Contracts

Transfer of Ineligible Receivables. In the event of a breach of ---------------------------------- any representation and warranty set forth in subsection 2.4(b), upon the ----------------- expiration of 30 days (or with the prior written consent of a Responsible Officer of the Trustee, such longer period, not to exceed 60 days, specified in such consent) of the earlier to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or Servicer, Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the terms and conditions set --------------------- forth below; provided, however, that no such retransfer shall be required to be -------- ------- made with respect to such Ineligible Receivable if, on any day within such 30-day period (or such longer period as may be specified in the consent) the representations and warranties in subsection 2.4(b) of this Agreement with ----------------- respect to such Ineligible Receivable shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been transferred to the Seller or the Trust on such day. Notwithstanding anything contained in this subsection 2.4(d) to the ----------------- contrary, in the event of breach of any representation and warranty set forth in subsection 2.4(b), with respect to (x) each Receivable existing as of the ----------------- Closing Date or an Addition Date, as applicable, and (y) each new Receivable thereafter arising, having been conveyed to the Seller or the Trust free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects, with all Requirements of Law applicable to FCNB or Seller, immediately upon the earliest to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or the Servicer, Seller shall repurchase and the Trustee shall convey, without recourse, representation or warranty, all of the Trustee's right, title and interest in each Ineligible Receivable, and the Servicer shall promptly notify Xxxxx'x of such event. Seller shall accept a retransfer of each such Ineligible Receivable and there shall be deducted from the aggregate amount of Principal Receivables used to calculate the Seller Amount the face amount of each such Ineligible Receivable. On and after the date of such retransfer, each Ineligible Receivable so retransferred shall not be included in the calculation of the Investor Percentage, the Seller Percentage or the Seller Amount. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, Seller shall make a deposit in the Collection Account in immediately available funds in an amount equal to the Shortfall Amount to the extent the Seller has received such funds from FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables. Such deposit shall be considered a prepayment in full of the Ineligible Receivable and shall be applied in accordance with Article IV. Upon each retransfer to Seller of such Ineligible Receivable, the ---------- Trust shall automatically and without further action be deemed to transfer, assign and set-over to Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Trustee shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in subsection 2.4(b) with respect to such Receivable available to ----------------- Certificateholders or the Trustee on behalf of Certificateholders. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(d) shall not give rise to any claim against the Seller. --------------

Transfer of Ineligible Receivables. In the event of a breach of ---------------------------------- any representation and warranty set forth in subsection 2.4(b), upon the ) within 30 ----------------- expiration of 30 days (or with the prior written consent of a Responsible Officer of the Trustee, such longer period, not to exceed 60 days, specified in such consent) of the earlier to occur of the discovery of such breach by Seller Seller, or receipt by Seller of written notice of such breach given by the Trustee or Servicer, Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the terms and --------------------- conditions set --------------------- forth below; provided, however, that no such retransfer -------- ------- shall be required to be -------- ------- made with respect to such Ineligible Receivable if, on any day within such 30-day period (or such longer period as may be specified in the consent) the representations and warranties in the second sentence of subsection 2.4(b) of this Agreement ), with ----------------- respect to such Ineligible Receivable ----------------- shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been transferred to the Seller or the Trust on such day. Notwithstanding anything contained in this subsection 2.4(d) to the ----------------- contrary, in the event of breach of any ----------------- representation and warranty set forth in subsection 2.4(b), with respect to ----------------- (x) each Receivable existing as of the ----------------- Closing Date or an Addition Date, as applicable, and (y) each new Receivable thereafter arising, having been conveyed to the Seller or the Trust free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects, with all Requirements of Law applicable to FCNB or Seller, immediately upon the earliest earlier to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or the Servicer, Seller shall repurchase and the Trustee shall convey, without recourse, representation or warranty, all of the Trustee's right, title and interest in each Ineligible Receivable, and the Servicer shall promptly notify Xxxxx'x of such event. Seller shall accept a retransfer of each such Ineligible Receivable and there shall be deducted from the aggregate amount of Principal Receivables used to calculate the Seller Amount the face amount of each such Ineligible Receivable. On and after the date of such retransfer, each Ineligible Receivable so retransferred shall not be included in the calculation of the Investor Percentage, the Seller Percentage or the Seller Amount. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, Seller shall make a deposit in the Collection Account in immediately available funds in an amount equal to the Shortfall Amount to the extent the Seller has received such funds from FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in fullAmount. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables. Such deposit shall be considered a prepayment in full of the Ineligible Receivable and shall be applied in accordance with Article IV. Upon each retransfer to Seller of ---------- such Ineligible Receivable, the ---------- Trust shall automatically and without further action be deemed to transfer, assign and set-over to Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Trustee shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in subsection 2.4(b) with respect to such Receivable available to ----------------- Certificateholders or the Trustee on behalf of Certificateholders. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(d) shall not give rise to any claim against the Seller. --------------.

Transfer of Ineligible Receivables. (a) In the event of a breach with respect to a Receivable of ---------------------------------- any representation representations and warranty warranties set forth in subsection 2.4(b), upon the ----------------- expiration of 30 days (or with the prior written consent of a Responsible Officer 2.04(a)(iii) of the Trustee, such longer period, Agreement or in the event that a Receivable is not an Eligible Receivable as a result of the failure to exceed 60 days, specified satisfy the conditions set forth in such consentclause (d) of the definition of Eligible Receivable: (i) if (A) the long-term unsecured debt rating of the Seller is at least A2 by Xxxxx'x or (B) the Seller does not meet the foregoing rating requirement and the Lien of the subject Receivable is not of the type otherwise described in clause (ii) below, and as a result of such breach or event such Receivable becomes a Defaulted Receivable or the Trust's rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trust free and clear of any Lien, then each such Receivable shall be automatically removed from the Trust on the terms and conditions set forth below; or (ii) if (A) the Seller does not meet the rating requirements in the foregoing clause (i) above and if (B) such Lien ranks prior to the Lien created pursuant to this Agreement or such Lien meets any of the following conditions (1) such Lien arises in favor of the United States of America or any State or any agency or instrumentality thereof and involves taxes or liens arising under Title IV of ERISA or (2) such Lien has been consented to by the Seller, then upon the earlier to occur of the discovery of such breach or event by the Seller or the Servicer or receipt by the Seller and the Servicer of written notice of such breach or event given by the Trustee or ServicerTrustee, Seller each such Receivable shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") be automatically removed from the Trust on the terms and conditions set --------------------- forth below. (b) In the event of a breach of any representations and warranties set forth in subsection 2.04(a)(iv) or 2.04(a)(v) of the Agreement or in the event any Receivable is not an Eligible Receivable for any reason other than the failure to satisfy the conditions set forth in clause (d) of the definition of Eligible Receivable, and as a result of such breach or event such Receivable becomes a Defaulted Receivable or the Trust's rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trust free and clear of any Lien, then, upon the expiration of 60 days from the earlier to occur of the discovery of any such event by the Seller, or receipt by the Seller of written notice of any such event given by the Trustee or the Servicer, each such Receivable shall be removed from the Trust on the terms and conditions set forth below; provided, -------- however, that no such retransfer removal shall be required to be -------- ------- made with respect to such Ineligible a ------- Receivable which is not an Eligible Receivable to be removed pursuant to this sentence if, on any day within such 30-day period (or applicable period, such longer period as may be specified in the consent) the representations and warranties in subsection 2.4(b) of this Agreement with ----------------- respect to such Ineligible Receivable shall then be true and correct in all material respects as if such Receivable had been created on such day. (c) When required with respect to a Receivable (an "Ineligible Receivable") by the provisions of subsection 2.06(a) or 2.06(b) of the Agreement, such Ineligible Receivable as if such Ineligible Receivable had been transferred to the Seller or shall be automatically removed from the Trust on such day. Notwithstanding anything contained in this subsection 2.4(d) to by deducting the ----------------- contrary, in the event of breach of any representation and warranty set forth in subsection 2.4(b), with respect to (x) each Receivable existing as of the ----------------- Closing Date or an Addition Date, as applicable, and (y) each new Receivable thereafter arising, having been conveyed to the Seller or the Trust free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects, with all Requirements of Law applicable to FCNB or Seller, immediately upon the earliest to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or the Servicer, Seller shall repurchase and the Trustee shall convey, without recourse, representation or warranty, all of the Trustee's right, title and interest in each Ineligible Receivable, and the Servicer shall promptly notify Xxxxx'x of such event. Seller shall accept a retransfer principal balance of each such Ineligible Receivable and there shall be deducted from the aggregate amount of Principal Receivables used to calculate in the Seller Amount the face amount of each such Ineligible ReceivableTrust. On and after the date of such retransferremoval, each Ineligible Receivable so retransferred removed shall not be included in the calculation of the Investor any Invested Percentage, the Seller Seller's Percentage or the Seller Amount. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than a negative number or would otherwise not be permitted by law, the Minimum Seller Amount, Seller shall immediately, but in no event later than 10 days after such event, make a deposit in the Collection Account in immediately available funds by the next Transfer Date in an amount equal to the Shortfall Amount to the extent the Seller has received such funds from FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible ReceivablesTransfer Deposit Amount. Such deposit shall be considered a prepayment payment in full of the Ineligible Receivable and shall be applied as a Collection of Finance Charge Receivables or Principal Receivables, as applicable, in accordance with Article IV. Upon each retransfer to Seller removal of such an Ineligible ReceivableReceivable from the Trust, the ---------- Trust shall automatically and without further action be deemed to transfer, assign and assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in, in and to and under such Ineligible Receivable, all monies due or to become due with respect thereto, thereto and all proceeds thereof thereof, provided that any Finance Charge Receivables relating to such Ineligible Receivable accrued through the date of removal of such Ineligible Receivable and Insurance Proceeds relating theretonot otherwise included in the Transfer Deposit Amount shall continue to be property of the Trust. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the transfer conveyance of such Ineligible Receivable pursuant to this subsection. In the event that on any day within 60 days of the date on which the removal of an Ineligible Receivable from the Trust pursuant to this Section is effected, the applicable representations and warranties shall be true and correct in all material respects on such date, the Seller may, but shall not be required to, direct the Servicer to include such Receivable in the Trust by adding the principal balance of such Receivable to the Principal Receivables in the Trust. Upon addition of a Receivable to the Trust pursuant to this subsection, the Seller shall have been deemed to have made the applicable representations and warranties in subsection 2.04(a) of the Agreement as of the date of such addition, as if the Receivable had been created on such date, and shall execute all such necessary documents and instruments of transfer or assignment and take such other actions as shall be necessary to effect and perfect the reconveyance of such Receivable to the Trust. The obligation of the Seller to accept retransfer set forth in this subsection, or the automatic removal of any Ineligible such Receivable from the Trust, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in subsection 2.4(b) the above-referenced subsections with respect to such Receivable available to ----------------- Certificateholders or the Trustee on behalf of Certificateholders. Each party hereto agrees that . (d) For the failure purposes of subsections 2.06(a) and 2.06(b) above, proceeds of a Receivable shall not be deemed to be impaired hereunder solely because such proceeds are held by the Seller to make Servicer (if the deposit in accordance with this Servicer is First USA) for more than the applicable period under Section 2.4(d9-306(3) shall not give rise to any claim against of the Seller. --------------UCC.

Transfer of Ineligible Receivables. In the event of a breach of ---------------------------------- any representation and warranty set forth in subsection 2.4(b)) hereof or subsection 4.1(1) of the Receivables Purchase Agreement, upon the ----------------- expiration of 30 within 60 days (or with the prior written consent of a Responsible Officer of the Trustee, such longer period, not to exceed 60 days, period specified in such consent) of the earlier to occur of the discovery of such breach by Seller JCPR, or receipt by Seller JCPR of written notice of such breach given by the Trustee or Servicer, Seller JCPR shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the terms and conditions set --------------------- forth below; provided, however, that no such retransfer shall be required to be -------- ------- made with respect to such Ineligible Receivable if, on any day within such 3060-day period (or such longer period as may be specified in the consent), either (i) the representations and warranties in the second sentence of subsection 2.4(b) hereof or Section 4.1(1) of this Agreement the Receivables Purchase Agreement, as the case may be, with ----------------- respect to such Ineligible Receivable shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been transferred to the Seller or the Trust created on such day. Notwithstanding anything contained in this subsection 2.4(dday or (ii) to the ----------------- contrary, in the event aggregate amount of breach of Ineligible Receivables outstanding at any representation time and warranty set forth in subsection 2.4(b), with respect to (x) each Receivable existing as which such representations and warranties continue to be incorrect in any material respect does not in the sole reasonable judgment of an officer of JCPR have a material adverse effect on the interest of the ----------------- Closing Date or an Addition DateTrust in the Receivables as a whole, as applicable, and (y) each new Receivable thereafter arising, having been conveyed to including the Seller or the Trust free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects, with all Requirements of Law applicable to FCNB or Seller, immediately upon the earliest to occur ability of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by Servicer in JCPR's sole reasonable judgment to collect the Trustee or the Servicer, Seller shall repurchase and the Trustee shall convey, without recourse, representation or warranty, all of the Trustee's right, title and interest in each Ineligible Receivable, and the Servicer shall promptly notify Xxxxx'x of such eventReceivables. Seller JCPR shall accept a retransfer of each such Ineligible Receivable and there shall be deducted by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the aggregate amount of Principal Receivables used to calculate the Seller Amount the face amount of each such Ineligible ReceivableJCPR Amount. On and after the date of such retransfer, each Ineligible Receivable so retransferred shall not be included in the calculation of the Investor Percentage, the Seller JCPR Percentage or the Seller JCPR Amount. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller JCPR Amount would cause the Seller JCPR Amount to be less than a negative number, on the Minimum Seller Amount, Seller date of retransfer of such Receivable JCPR shall make a deposit in the Collection Account in immediately available funds in an amount equal to the Shortfall amount by which the JCPR Amount to the extent the Seller has received such funds from FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in fullwould be reduced below zero. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables. Such deposit shall be considered a prepayment in full of the Ineligible Receivable and shall be applied in accordance with Article IV. Upon each retransfer to Seller of such Ineligible Receivable, the ---------- Trust shall automatically and without further action be deemed to transfer, assign and set-over to Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Trustee shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in subsection 2.4(b) with respect to such Receivable available to ----------------- Certificateholders or the Trustee on behalf of Certificateholders. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(d) shall not give rise to any claim against the Seller. --------------4.

Transfer of Ineligible Receivables. In the event of a breach of any ---------------------------------- any representation and warranty set forth in subsection 2.4(b), upon the ----------------- expiration of 30 ) or subsection 2.6(c)(v) within 60 days (or with the prior written consent of a Responsible Officer of the Trustee, such longer period, not to exceed 60 120 days, specified in such consent) of the earlier to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or the Servicer, Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the terms and conditions set --------------------- forth below; provided, however, that no such retransfer shall be required to be -------- ------- made with respect to such Ineligible Receivable if, on any day within such 3060-day period (or such longer period as may be specified in the consent) the representations and warranties in subsection 2.4(b) of this Agreement or subsection 2.6(c)(v), with ----------------- respect to such Ineligible Receivable shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been transferred to the Seller or the Trust on such day. Notwithstanding anything contained in this subsection 2.4(d) to the ----------------- contrary, in the event of breach of any representation and warranty set forth in subsection 2.4(b), with respect to (x) each Receivable existing as of the ----------------- Closing Date or an Addition Date, as applicable, and (y) each new Receivable thereafter arising, having been conveyed to the Seller or the Trust free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects, with all Requirements of Law applicable to FCNB or Seller, immediately upon the earliest earlier to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or the Servicer, Seller shall repurchase and the Trustee shall convey, without recourse, representation or warranty, all of the Trustee's right, title and interest in each Ineligible Receivable, and the Servicer shall promptly notify Xxxxx'x of such event. Seller shall accept a retransfer of each such Ineligible Receivable and there shall be deducted from the aggregate amount of Principal Receivables used to calculate the Seller Amount the face aggregate amount (as reflected in the records of the Servicer) of each such Ineligible Receivable. On and after the date of such retransfer, each Ineligible Receivable so retransferred shall not be included in the aggregate amount of Principal Receivables used in the calculation of the Investor Percentage, the Seller Percentage or the Seller AmountAmount or any corollary term. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, Seller shall shall, on the date of retransfer of such Ineligible Receivable, make a deposit in the Collection Excess Funding Account (for allocation pursuant to Article IV) in immediately available funds in an amount equal to the Shortfall Amount to the extent the Seller has received such funds from FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in fullAmount. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables. Such deposit shall be considered a prepayment in full of the Ineligible Receivable and shall be applied in accordance with Article IV. Upon each retransfer to Seller of such Ineligible Receivable, the ---------- Trust shall automatically and without further action be deemed to transfer, assign and set-over to Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Trustee shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in subsection 2.4(b) with respect to such Receivable available to ----------------- Certificateholders or the Trustee on behalf of Certificateholders. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(d) shall not give rise to any claim against the Seller. --------------.

Transfer of Ineligible Receivables. In the event of a breach of ---------------------------------- any representation and warranty set forth in subsection 2.4(b), upon the ----------------- expiration of 30 days (or with the prior written consent of a Responsible Officer of the Trustee, such longer period, not to exceed 60 days, specified in such consent) of the earlier to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or Servicer, Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible ---------- Receivable") on the terms and conditions set --------------------- forth below; provided, ---------- -------- however, that no such retransfer shall be required to be -------- ------- made with respect ------- to such Ineligible Receivable if, on any day within such 30-day period (or such longer period as may be specified in the consent) the representations and warranties in subsection 2.4(b) of this Agreement with ----------------- respect to such ----------------- Ineligible Receivable shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been transferred to the Seller or the Trust on such day. Notwithstanding anything contained in this subsection 2.4(d) to the ----------------- contrary, in the event of breach of any representation and warranty set forth in subsection 2.4(b), with respect to (x) each Receivable existing as ----------------- of the ----------------- Closing Date or an Addition Date, as applicable, and (y) each new Receivable thereafter arising, having been conveyed to the Seller or the Trust free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects, with all Requirements of Law applicable to FCNB or Seller, immediately upon the earliest to occur of the discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Trustee or the Servicer, Seller shall repurchase and the Trustee shall convey, without recourse, representation or warranty, all of the Trustee's right, title and interest in each Ineligible Receivable, and the Servicer shall promptly notify Xxxxx'x of such event. Seller shall accept a retransfer of each such Ineligible Receivable and there shall be deducted from the aggregate amount of Principal Receivables used to calculate the Seller Amount the face amount of each such Ineligible Receivable. On and after the date of such retransfer, each Ineligible Receivable so retransferred shall not be included in the calculation of the Investor Percentage, the Seller Percentage or the Seller Amount. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, Seller shall make a deposit in the Collection Account in immediately available funds in an amount equal to the Shortfall Amount to the extent the Seller has received such funds from FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables. Such deposit shall be considered a prepayment in full of the Ineligible Receivable and shall be applied in accordance with Article IV. Upon each retransfer to Seller of ---------- such Ineligible Receivable, the ---------- Trust shall automatically and without further action be deemed to transfer, assign and set-over to Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Trustee shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in subsection 2.4(b) with respect to such Receivable available to ----------------- Certificateholders or the Trustee on behalf of Certificateholders. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(d) shall not give rise to any claim -------------- against the Seller. --------------.