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) within 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 the second sentence of subsection 2.4(b), 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 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 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 Seller, immediately upon 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 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. 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.

Transfer of Ineligible Receivables. In the event of a breach of any ---------------------------------- any representation and warranty set forth in subsection 2.4(b) or subsection 2.6(c)(v) within 30 ----------------- 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 the second sentence of subsection 2.4(b) 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 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 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 Seller, immediately upon 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 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. 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.

Transfer of Ineligible Receivables. In the event of a breach of ---------------------------------- any representation and warranty set forth in subsection 2.4(b) within ), 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, 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 earlier 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 AmountAmount 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) within ), 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, 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 earlier 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 AmountAmount 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) hereof or subsection 4.1(1) of the Receivables Purchase Agreement, within 30 ----------------- 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 SellerJCPR, 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 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 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 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 Seller, immediately upon the earlier 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 Amountamount by which the JCPR Amount would 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 IVSection 4.3. Upon each retransfer to Seller JCPR of ---------- such Ineligible Receivable, the Trust shall automatically and without further action be deemed to transfer, assign and set-over to SellerJCPR, 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 JCPR to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of Seller JCPR 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.