Common use of Reassignment of Trust Portfolio Clause in Contracts

Reassignment of Trust Portfolio. In the event any representation or warranty set forth in Section 4.01(a), (c), (d), (f) or (g) or Section 4.02(a)(i) or (a)(v) is not true and correct in any material respect and as a result of such breach the Company is required to accept a reassignment of the Receivables previously sold by HRAC to the Company pursuant to Section 2.06 of the Transfer and Servicing Agreement, HRAC shall be obligated to accept a reassignment of the Company's interest in such Receivables on the terms set forth below. HRAC shall pay to the Company by depositing in the Collection Account in immediately available funds, not later than 1:00 P.M. New York City time, on the first Transfer Date following the Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the amount specified in Section 2.06 of the Transfer and Servicing Agreement. Upon such reassignment of Receivables, the Company shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to HRAC, without recourse, representation or warranty, all the right, title and interest of the Company in and to such Receivables, Recoveries related thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof; and such reassigned Receivables shall be treated by the Company as collected in full as of the date on which they were transferred. The Company shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by HRAC to effect the conveyance of such Receivables and other property pursuant to this subsection. 16 20

Reassignment of Trust Portfolio. In the event any representation or warranty set forth in Section 4.01(a), (c), (d), (f) or (g) or Section 4.02(a)(i) or (a)(v) is not true and correct in any material respect and as a result of such breach the Company HRAC is required to accept a reassignment of the Receivables previously sold by HRSIFI to HRAC to the Company pursuant to Section 2.06 6.02 of the Transfer Receivables Purchase Agreement between HRAC and Servicing Agreementthe Company, HRAC the Bank shall be obligated to accept a reassignment of the CompanyHRAC's interest in such Receivables on the terms set forth below. HRAC The Bank shall pay to the Company HRAC by depositing in the Collection Account in immediately available funds, not later than 1:00 P.M. New York City time, on the first Transfer Date following the Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the amount specified in Section 2.06 of the Transfer and Servicing Agreement. Upon such reassignment of Receivables, the Company HRAC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to HRACthe Bank, without recourse, representation or warranty, all the right, title and interest of the Company HRAC in and to such Receivables, all Recoveries related thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof; and such reassigned Receivables shall be treated by the Company HRAC as collected in full as of the date on which they were transferred. The Company HRAC shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by HRAC the Bank to effect the conveyance of such Receivables and other property pursuant to this subsection. 16 2012 16

Reassignment of Trust Portfolio. In the event any representation or warranty set forth in Section 4.01(a), (c), (d), (f) or (g) or Section 4.02(a)(i) or (a)(v) is not true and correct in any material respect and as a result of such breach the Company HRAC is required to accept a reassignment of the Receivables previously sold by HRSIFI to HRAC to the Company pursuant to Section 2.06 6.02 of the Transfer Receivables Purchase Agreement between HRAC and Servicing Agreementthe Company, HRAC the Bank shall be obligated to accept a reassignment of the CompanyHRAC's interest in such Receivables on the terms set forth below. HRAC The Bank shall pay to the Company HRAC by depositing in the Collection Account in immediately available funds, not later than 1:00 P.M. New York City time, on the first Transfer Date following the Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the amount specified in Section 2.06 of the Transfer and Servicing Agreement. Upon such reassignment of Receivables, the Company HRAC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to HRACthe Bank, without recourse, representation or warranty, all the right, title and interest of the Company HRAC in and to such Receivables, all Recoveries related thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof; and such reassigned Receivables shall be treated by the Company HRAC as collected in full as of the date on which they were transferred. The Company HRAC shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by HRAC the Bank to effect the conveyance of such Receivables and other property pursuant to this subsection. 16 20.

Reassignment of Trust Portfolio. In the event any representation or warranty set forth in Section 4.01(a), (c), (d), (f) or (g) or Section 4.02(a)(i) or (a)(v) is not true and correct in any material respect and as a result of such breach the Company is required to accept a reassignment of the Receivables previously sold by HRAC a Seller to the Company pursuant to Section 2.06 of the Transfer and Servicing Agreement, HRAC such Seller shall be obligated to accept a reassignment of the Company's interest in such Receivables on the terms set forth below. HRAC The applicable Seller shall pay to the Company by depositing in the Collection Account in immediately available funds, not later than 1:00 P.M. New York City time, on the first Transfer Date following the Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the amount specified in Section 2.06 of the Transfer and Servicing Agreement. Upon such reassignment of Receivables, the Company shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to HRACsuch Seller, without recourse, representation or warranty, all the right, title and interest of the Company in and to such Receivables, all Recoveries related thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof; and such reassigned Receivables shall be treated by the Company as collected in full as of the date on which they were transferred. The Company shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by HRAC such Seller to effect the conveyance of such Receivables and other property pursuant to this subsection. 16 20.

Reassignment of Trust Portfolio. In the event any ------------------------------- representation or warranty set forth in Section 4.01(a), (c), (d), (f) or (g) or Section 4.02(a)(i), (a)(v) or (a)(va)(ix) is not true and correct in any material respect and as a result of such breach the Company HRF is required to accept a reassignment of the Receivables previously sold by HRAC the Bank to the Company HRF pursuant to Section 2.06 of the Transfer and Servicing Agreement, HRAC the Bank shall be obligated to accept a reassignment of the CompanyHRF's interest in such Receivables on the terms set forth below. HRAC The Bank shall pay to the Company HRF by depositing in the Collection Account in immediately available funds, not later than 1:00 P.M. New York City time, on the first Transfer Date following the Due Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the amount specified in Section 2.06 of the Transfer and Servicing Agreement. Upon such reassignment of Receivables, the Company HRF shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to HRACthe Bank, without recourse, representation or warranty, all the right, title and interest of the Company HRF in and to such Receivables, all Interchange and Recoveries related thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof; and such reassigned Receivables shall be treated by the Company HRF as collected in full as of the date on which they were transferred. The Company HRF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by HRAC the Bank to effect the conveyance of such Receivables and other property pursuant to this subsection. 16 20[END OF ARTICLE VI]