Common use of Trust Portfolio Repurchase Events Clause in Contracts

Trust Portfolio Repurchase Events. If as of the Initial Closing Date or, with respect to any Additional Accounts, as of any date on which there is an assignment of such Additional Accounts: (i) this Agreement or the appropriate Assignment, as the case may be, does not constitute a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equity principles; or (ii) this Agreement or the appropriate Assignment, as the case may be, constitutes a sale of the Receivables existing as of the Cut-Off Date (or the Additional Account Cut-Off Date, as applicable) and thereafter created, and of all proceeds (as defined in the UCC as in effect in the Applicable State with respect to such Receivables) of such Receivables, but does not constitute a valid transfer and assignment to the Trust of all right, title and interest of each Seller in and to such property, or such property will not be owned by the Trust free and clear of any Lien of any Person claiming through or under any Seller; or (iii) this Agreement or the appropriate Assignment, as the case may be, does not constitute a sale of such property, and it further does not constitute a grant of a security interest (as defined in the UCC as in effect in the Applicable State with respect to any Receivable) in such property to the Trust which is enforceable with respect to existing Receivables and the proceeds thereof upon execution and delivery of the Agreement or Assignment, and which will be enforceable with respect to such Receivables hereafter or thereafter created and the proceeds thereof upon such creation; or (iv) this Agreement or the appropriate Assignment, as the case may be, constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements described in Section 2.03(b) or the appropriate Assignment, as the case may be, and in the case of the Receivables hereafter created and proceeds thereof, upon such creation, and the Trust does not then have a first priority perfected security interest in such property except for statutory or other non-consensual liens; or (v) any Seller or a Person claiming through or under any Seller has any claim to or interest in any of the Investor Accounts, other than (A) the interest of the Certificateholders and (B) if the Agreement or appropriate Assignment, as the case may be, constitutes the grant of a security interest in such property, the interest of any Seller in such property as a debtor for purposes of the UCC as in effect in the Applicable State with respect to any Receivable; or (vi) any of the representations and warranties set forth in Section 2.04(a), (b) or (c) (or, in the case of any Additional Sellers, the corresponding representations and warranties of any such Additional Seller contained in the applicable Assignment) are not true and correct and such breach is not cured within 60 days of the earlier of (A) actual knowledge of such breach by the relevant Seller or (B) receipt by such Seller and the Master Servicer of written notice of such breach by either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (and to the Trustee if given by the Investor Certificateholders) then a Trust Portfolio Repurchase Event shall have occurred. The Trustee shall have no duty to conduct any affirmative investigation for purposes of this Section 2.05(a).

Trust Portfolio Repurchase Events. If If, as of the Initial Closing Effective Date or, with respect to any Additional Accounts, as of any date on which there is an assignment of such Additional Accounts: (i) this Agreement or the appropriate AssignmentAssignment delivered after the Effective Date, as the case may be, does not constitute a legal, valid and binding obligation of each Seller the Transferor enforceable against each Seller the Transferor in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equity principles; or (ii) this Agreement or the appropriate AssignmentAssignment delivered after the Effective Date, as the case may be, constitutes a sale of the Receivables existing as of the Cut-Off Effective Date (or the Additional Account Cut-Off Date, as applicable) and thereafter created, and of all proceeds (as defined in the UCC as in effect in the Applicable State with respect to such Receivables) of such Receivables, but does not constitute a valid transfer and assignment to the Trust of all right, title and interest of each Seller the Transferor in and to such property, or such property will not be owned by the Trust free and clear of any Lien of any Person claiming through or under any Sellerthe Transferor; or (iii) this Agreement or the appropriate AssignmentAssignment delivered after the Effective Date, as the case may be, does not constitute a sale of such property, and it further does not constitute a grant of a security interest (as defined in the UCC as in effect in the Applicable State with respect to any Receivable) in such property to the Trust which is enforceable with respect to existing Receivables and the proceeds thereof upon execution and delivery of the Agreement or Assignment, and which will be enforceable with respect to such Receivables hereafter or thereafter created and the proceeds thereof upon such creation; or (iv) this Agreement or the appropriate AssignmentAssignment delivered after the Effective Date, as the case may be, constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements described in Section 2.03(b) or the appropriate Assignment, as the case may be, and in the case of the Receivables hereafter created and proceeds thereof, upon such creation, and the Trust does not then have a first priority perfected security interest in such property except for statutory or other non-consensual liens; or (v) any Seller the Transferor or a Person claiming through or under any Seller the Transferor has any claim to or interest in any of the Investor Accounts, other than (A) the interest of the Certificateholders and (B) if the Agreement or appropriate AssignmentAssignment delivered after the Effective Date, as the case may be, constitutes the grant of a security interest in such property, the interest of any Seller the Transferor in such property as a debtor for purposes of the UCC as in effect in the Applicable State with respect to any Receivable; or (vi) any of the representations and warranties set forth in Section 2.04(a), (b) or (c) (or, in the case of any Additional Sellers, the corresponding representations and warranties of any such Additional Seller contained in the applicable Assignment) are not true and correct and such breach is not cured within 60 days of the earlier of (A) actual knowledge of such breach by the relevant Seller Transferor or (B) receipt by such Seller the Transferor and the Master Servicer of written notice of such breach by either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (and to the Trustee if given by the Investor Certificateholders) ); or then a Trust Portfolio Repurchase Event shall have occurred. The Trustee shall have no duty to conduct any affirmative investigation for purposes of this Section 2.05(a).

Trust Portfolio Repurchase Events. If as of the Initial Closing Date or, with respect to any Additional Accounts, as of any date on which there is an assignment of such Additional Accounts: (i) this Agreement or the appropriate Assignment, as the case may be, does not constitute a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ ' rights or by general equity principles; or (ii) this Agreement or the appropriate Assignment, as the case may be, constitutes a sale of the Receivables existing as of the Cut-Off Date (or the Additional Account Cut-Off Date, as applicable) and thereafter created, and of all proceeds (as defined in the UCC as in effect in the Applicable State with respect to such Receivables) of such Receivables, but does not constitute a valid transfer and assignment to the Trust of all right, title and interest of each Seller in and to such property, or such property will not be owned by the Trust free and clear of any Lien of any Person claiming through or under any Seller; or (iii) this Agreement or the appropriate Assignment, as the case may be, does not constitute a sale of such property, and it further does not constitute a grant of a security interest (as defined in the UCC as in effect in the Applicable State with respect to any Receivable) in such property to the Trust which is enforceable with respect to existing Receivables and the proceeds thereof upon execution and delivery of the Agreement or Assignment, and which will be enforceable with respect to such Receivables hereafter or thereafter created and the proceeds thereof upon such creation; or (iv) this Agreement or the appropriate Assignment, as the case may be, constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements described in Section 2.03(b) or the appropriate Assignment, as the case may be, and in the case of the Receivables hereafter created and proceeds thereof, upon such creation, and the Trust does not then have a first priority perfected security interest in such property except for statutory or other non-consensual liens; or (v) any Seller or a Person claiming through or under any Seller has any claim to or interest in any of the Investor Accounts, other than (A) the interest of the Certificateholders and (B) if the Agreement or appropriate Assignment, as the case may be, constitutes the grant of a security interest in such property, the interest of any Seller in such property as a debtor for purposes of the UCC as in effect in the Applicable State with respect to any Receivable; or (vi) any of the representations and warranties set forth in Section 2.04(a), (b) or (c) (or, in the case of any Additional Sellers, the corresponding representations and warranties of any such Additional Seller contained in the applicable Assignment) are not true and correct and such breach is not cured within 60 days of the earlier of (A) actual knowledge of such breach by the relevant Seller or (B) receipt by such Seller and the Master Servicer of written notice of such breach by either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (and to the Trustee if given by the Investor Certificateholders) then a Trust Portfolio Repurchase Event shall have occurred. The Trustee shall have no duty to conduct any affirmative investigation for purposes of this Section 2.05(a).

Trust Portfolio Repurchase Events. If If, as of the Initial Amendment Closing Date for clauses (i) through (vi) or, with respect to any Additional Accounts, as of any date on which there is an assignment of such Additional Accounts: (i) this Agreement or the appropriate AssignmentAssignment delivered after the Amendment Closing Date, as the case may be, does not constitute a legal, valid and binding obligation of each Seller the Transferor enforceable against each Seller the Transferor in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equity principles; or (ii) this Agreement or the appropriate AssignmentAssignment delivered after the Amendment Closing Date, as the case may be, constitutes a sale of the Receivables existing as of the Cut-Off Amendment Closing Date (or the Additional Account Cut-Off Date, as applicable) and thereafter created, and of all proceeds (as defined in the UCC as in effect in the Applicable State with respect to such Receivables) of such Receivables, but does not constitute a valid transfer and assignment to the Trust of all right, title and interest of each Seller the Transferor in and to such property, or such property will not be owned by the Trust free and clear of any Lien of any Person claiming through or under any Sellerthe Transferor; or (iii) this Agreement or the appropriate AssignmentAssignment delivered after the Amendment Closing Date, as the case may be, does not constitute a sale of such property, and it further does not constitute a grant of a security interest (as defined in the UCC as in effect in the Applicable State with respect to any Receivable) in such property to the Trust which is enforceable with respect to existing Receivables and the proceeds thereof upon execution and delivery of the Agreement or Assignment, and which will be enforceable with respect to such Receivables hereafter or thereafter created and the proceeds thereof upon such creation; or (iv) this Agreement or the appropriate AssignmentAssignment delivered after the Amendment Closing Date, as the case may be, constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements described in Section 2.03(b) or the appropriate Assignment, as the case may be, and in the case of the Receivables hereafter created and proceeds thereof, upon such creation, and the Trust does not then have a first priority perfected security interest in such property except for statutory or other non-consensual liens; or (v) any Seller the Transferor or a Person claiming through or under any Seller the Transferor has any claim to or interest in any of the Investor Accounts, other than (A) the interest of the Certificateholders and (B) if the Agreement or appropriate AssignmentAssignment occurring after the Amendment Closing Date, as the case may be, constitutes the grant of a security interest in such property, the interest of any Seller the Transferor in such property as a debtor for purposes of the UCC as in effect in the Applicable State with respect to any Receivable; or (vi) any of the representations and warranties set forth in Section 2.04(a), (b) or (c) (or, in the case of any Additional Sellers, the corresponding representations and warranties of any such Additional Seller contained in the applicable Assignment) are not true and correct and such breach is not cured within 60 days of the earlier of (A) actual knowledge of such breach by the relevant Seller Transferor or (B) receipt by such Seller the Transferor and the Master Servicer of written notice of such breach by either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (and to the Trustee if given by the Investor Certificateholders) ); or then a Trust Portfolio Repurchase Event shall have occurred. The Trustee shall have no duty to conduct any affirmative investigation for purposes of this Section 2.05(a).

Trust Portfolio Repurchase Events. If as of the Initial Closing Date or, with respect to any Additional Accounts, as of any date on which there is an assignment of such Additional Accounts: (i) this Agreement or the appropriate Assignment, as the case may be, does not constitute a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equity principles; or (ii) this Agreement or the appropriate Assignment, as the case may be, constitutes a sale of the Receivables existing as of the Cut-Off Date (or the Additional Account Cut-Off Date, as applicable) and thereafter created, and of all proceeds (as defined in the UCC as in effect in the Applicable State with respect to such Receivables) of such Receivables, but does not constitute a valid transfer and assignment to the Trust of all right, title and interest of each Seller in and to such property, or such property will not be owned by the Trust free and clear of any Lien of any Person claiming through or under any Seller; or (iii) this Agreement or the appropriate Assignment, as the case may be, does not constitute a sale of such property, and it further does not constitute a grant of a security interest (as defined in the UCC as in effect in the Applicable State with respect to any Receivable) in such property to the Trust which is enforceable with respect to existing Receivables and the proceeds thereof upon execution and delivery of the Agreement or Assignment, and which will be enforceable with respect to such Receivables hereafter or thereafter created and the proceeds thereof upon such creation; or (iv) this Agreement or the appropriate Assignment, as the case may be, constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements described in Section 2.03(b) or the appropriate Assignment, as the case may be, and in the case of the Receivables hereafter created and proceeds thereof, upon such creation, and the Trust does not then have a first priority perfected security interest in such property except for statutory or other non-consensual liens; or (v) any Seller or a Person claiming through or under any Seller has any claim to or interest in any of the Investor Accounts, other than (A) the interest of the Certificateholders and (B) if the Agreement or appropriate Assignment, as the case may be, constitutes the grant of a security interest in such property, the interest of any Seller in such property as a debtor for purposes of the UCC as in effect in the Applicable State with respect to any Receivable; or (vi) any of the representations and warranties set forth in Section 2.04(a), (b) or (c) (or, in the case of any Additional Sellers, the corresponding representations and warranties of any such Additional Seller contained in the applicable Assignment) are not true and correct and such breach is not cured within 60 days of the earlier of (A) actual knowledge of such breach by the relevant Seller or (B) receipt by such Seller and the Master Servicer of written notice of such breach by either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (and to the Trustee if given by the Investor Certificateholders) 24 CH\1159205.11 then a Trust Portfolio Repurchase Event shall have occurred. The Trustee shall have no duty to conduct any affirmative investigation for purposes of this Section 2.05(a).