Common use of Mandatory Repurchase Clause in Contracts

Mandatory Repurchase. (a) In the event of a breach of any -------------------- representation and warranty set forth in Section 4.1(l) before the FCMT -------------- Termination Date RPA Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the --------------------- date on which such Ineligible Receivable is retransferred to Buyer under Section 2.4(d) of the Pooling and Servicing Agreement on the terms and -------------- conditions set forth below. 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, RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to make a deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) of the -------------- Pooling and Servicing Agreement. Upon each retransfer to RPA Seller of such Ineligible Receivable, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to RPA Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer 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 Buyer shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by RPA Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in Section 4.1(l)) with respect to such Receivable available to the --------------- Buyer, Certificateholders or the Trustee on behalf of Certificateholders (as defined in the Pooling and Servicing Agreement).

Mandatory Repurchase. Subject to Section 3.04 below, on the date which is the earlier of: the date which is fifteen (a15) In days following such date that the District receives a notice from Firstrust that an event of default has occurred under the Firstrust Note, the Loan Agreement, or any other Loan Documents executed in connection therewith, as may be amended, supplemented, restated, or modified from time to time, or the date which is forty-eight (48) months from the date of this Agreement and the District has adopted a resolution to non-renew and cease the sale of its Tax Claims, and only in the event there are Unredeemed Tax Claims held by XXX on such date and there is a balance outstanding on the Firstrust Note secured by the Tax Claims, XXX will notify the District in writing of: the amount of a breach monies then held by Firstrust on deposit in the Reserve Account and the Clearing Account from funds paid that the Bureau has concluded that under existing law it can only make payment to the District available for the payment of any -------------------- representation the principal and warranty interest on the Maturity Date, and the amount of the District's Mandatory Repurchase Payment obligation as of the Repurchase Date. The amount set forth in Section 4.1(l) before such notice as the FCMT -------------- Termination Date RPA Seller District's Mandatory Repurchase Payment obligation shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the --------------------- date on which such Ineligible Receivable is retransferred to Buyer under Section 2.4(d) of the Pooling be due and Servicing Agreement on the terms and -------------- conditions set forth below. 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, RPA Seller shall pay Buyer a sufficient amount payable in immediately available funds on the Repurchase Date, unless and to the extent XXX receives additional Redemption Payments from the Bureau up through the Repurchase Date in time accordance with Section 3.01 hereof; such Mandatory Repurchase Payment obligation shall be reduced by the extent of such additional Redemption Payments. Subject to enable Buyer Section 3.04 below, the District hereby agrees to pay to XXX or, if directed by XXX, to Firstrust, on or before the Repurchase Date, the Mandatory Repurchase Payment. XXX xxxxxx agrees to tender and deliver to the District Unredeemed Tax Claims on the Repurchase Date upon payment by the District of the Mandatory Repurchase Payment and to execute any and all documents reasonably required by the District to affect such transfer. The District and XXX hereby acknowledge and agree that the District's contractual obligation to make a deposit the Mandatory Repurchase Payment and PAM's obligation to tender and deliver the Unredeemed Tax Claims to the District set forth in this Section 3.02 are absolute and irrevocable obligations of each party and that in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) event of the -------------- Pooling and Servicing Agreement. Upon each retransfer District's contractual obligation to RPA Seller of such Ineligible Receivablemake Mandatory Repurchase Payment on or before the Repurchase Date matures, the Buyer District shall automatically and without further action be deemed to transferhave pledged its full faith, assign credit and settaxing power in connection therewith, and the parties hereto agree that the non-over defaulting party hereunder shall be entitled to RPA Seller, without recourse, representation or warranty, all the right, title and interest specific performance of the Buyer in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating theretodefaulting party’s obligations hereunder. The Buyer District and XXX both acknowledge that Firstrust shall execute such documents be deemed a third party beneficiary of this Agreement and instruments of transfer and take such other actions that XXX shall have the right to assign this Agreement to Firstrust as shall reasonably be requested by RPA Seller to effect collateral for the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach repayment of the representations and warranties set forth in Section 4.1(l)) with respect to such Receivable available to the --------------- Buyer, Certificateholders or the Trustee on behalf of Certificateholders (as defined in the Pooling and Servicing Agreement)Firstrust Note.

Mandatory Repurchase. Subject to Section 3.04 below, on the date which is the earlier of: the date which is fifteen (a15) In days following such date that the District receives a notice from Firstrust that an event of default has occurred under the Firstrust Note, the Loan Agreement, or any other Loan Documents executed in connection therewith, as may be amended, supplemented, restated, or modified from time to time, or the date which is forty-eight (48) months from the date of this Agreement and the District has adopted a resolution to non-renew and cease the sale of its Tax Claims, and only in the event there are Unredeemed Tax Claims held by XXX on such date and there is a balance outstanding on the Firstrust Note secured by the Tax Claims, XXX will notify the District in writing of: the amount of a breach monies then held by Firstrust on deposit in the Reserve Account and the Clearing Account from funds paid that the Bureau has concluded that under existing law it can only make payment to the District available for the payment of any -------------------- representation the principal and warranty interest on the Maturity Date, and the amount of the District's Mandatory Repurchase Payment obligation as of the Repurchase Date. The amount set forth in Section 4.1(l) before such notice as the FCMT -------------- Termination Date RPA Seller District's Mandatory Repurchase Payment obligation shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the --------------------- date on which such Ineligible Receivable is retransferred to Buyer under Section 2.4(d) of the Pooling be due and Servicing Agreement on the terms and -------------- conditions set forth below. 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, RPA Seller shall pay Buyer a sufficient amount payable in immediately available funds on the Repurchase Date, unless and to the extent XXX receives additional Redemption Payments from the Bureau up through the Repurchase Date in time accordance with Section 3.01 hereof; such Mandatory Repurchase Payment obligation shall be reduced by the extent of such additional Redemption Payments. Subject to enable Buyer Section 3.04 below, the District hereby agrees to pay to XXX or, if directed by XXX, to Firstrust, on or before the Repurchase Date, the Mandatory Repurchase Payment. XXX hereby agrees to tender and deliver to the District Unredeemed Tax Claims on the Repurchase Date upon payment by the District of the Mandatory Repurchase Payment and to execute any and all documents reasonably required by the District to affect such transfer. The District and XXX hereby acknowledge and agree that the District's contractual obligation to make a deposit the Mandatory Repurchase Payment and PAM's obligation to tender and deliver the Unredeemed Tax Claims to the District set forth in this Section 3.02 are absolute and irrevocable obligations of each party and that in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) event of the -------------- Pooling and Servicing Agreement. Upon each retransfer District's contractual obligation to RPA Seller of such Ineligible Receivablemake Mandatory Repurchase Payment on or before the Repurchase Date matures, the Buyer District shall automatically and without further action be deemed to transferhave pledged its full faith, assign credit and settaxing power in connection therewith, and the parties hereto agree that the non-over defaulting party hereunder shall be entitled to RPA Seller, without recourse, representation or warranty, all the right, title and interest specific performance of the Buyer in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating theretodefaulting party’s obligations hereunder. The Buyer District and XXX both acknowledge that Firstrust shall execute such documents be deemed a third party beneficiary of this Agreement and instruments of transfer and take such other actions that XXX shall have the right to assign this Agreement to Firstrust as shall reasonably be requested by RPA Seller to effect collateral for the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach repayment of the representations and warranties set forth in Section 4.1(l)) with respect to such Receivable available to the --------------- Buyer, Certificateholders or the Trustee on behalf of Certificateholders (as defined in the Pooling and Servicing Agreement)Firstrust Note.

Mandatory Repurchase. (a) In the event of a breach of any -------------------- representation and warranty set forth in Section 4.1(l) before the FCMT -------------- Termination Date RPA Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the date --------------------- date on which such Ineligible Receivable is retransferred to Buyer under Section ------- 2.4(d) of the Pooling and Servicing Agreement on the terms and -------------- conditions set ------ forth below. 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, RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to make a deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) of the -------------- Pooling and Servicing Agreement. Upon each retransfer to -------------- RPA Seller of such Ineligible Receivable, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to RPA Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer 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 Buyer shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by RPA Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in Section 4.1(l)) with respect to such --------------- Receivable available to the --------------- Buyer, Certificateholders or the Trustee on behalf of Certificateholders (as defined in the Pooling and Servicing Agreement).

Mandatory Repurchase. (a) In Upon the event of a breach occurrence of any -------------------- representation Mandatory Repurchase Event, the Company shall give the Administrative Agent, the Paying Agent, the Collateral Agent and warranty set forth each of the Purchasers written notice of the occurrence of such Mandatory Repurchase Event in accordance with Section 4.1(l7.2(a) before of the FCMT -------------- Termination Date RPA Seller shall accept a retransfer of each Principal Receivable to which such breach relates Common Terms Agreement (an the "Ineligible ReceivableMandatory Repurchase Notice") on or prior to the --------------------- date on which of such Ineligible Receivable is retransferred occurrence, and the Company shall offer to Buyer under Section 2.4(d) of make a Mandatory Repurchase and the Pooling and Servicing Agreement Purchasers shall sell, on the terms and -------------- conditions set forth below. In Euro-Dollar Business Day specified in the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to Mandatory Repurchase Notice, which date shall not be less than five (5) Euro-Dollar Business Days after the Minimum Seller date of the Mandatory Repurchase Notice (the "Mandatory Repurchase Date"), the maximum principal amount of Notes (together with accrued and unpaid interest, if applicable, on such principal amount to the date of repurchase) that may be repurchased with the Mandatory Repurchase Amount, RPA Seller which amount shall pay Buyer a sufficient amount be in Dollars and in immediately available funds (the "Repurchase Price") and shall be allocated among the Purchasers in time to enable Buyer to make a deposit in accordance with Section 2.7(a) and Section 2.9; provided that the Collection Account in an amount equal to the Shortfall Mandatory Repurchase Amount as required under Section 2.4(d) of the -------------- Pooling and Servicing Agreement. Upon each retransfer to RPA Seller of such Ineligible Receivableshall, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to RPA Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer 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 Buyer shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by RPA Seller to effect the transfer of such Ineligible Receivable pursuant to this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the representations and warranties set forth in Section 4.1(l)) with respect to each Mandatory Repurchase, be applied first, to ratably repurchase the Tranche B Notes and Tranche C Notes, second, to Base Rate Notes and third, to purchase the Euro-Dollar Rate Notes held by each such Receivable available to Purchaser. Notwithstanding any of the --------------- Buyerforegoing, Certificateholders under no circumstances shall the Company be deemed a Purchaser or a Purchaser Party hereunder or under any other Note Document upon the Trustee on behalf occurrence of Certificateholders (as defined in the Pooling and Servicing Agreement)any Mandatory Repurchase.