Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.
Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent.
Reassignment of Ineligible Receivables In the event any -------------------------------------- representation or warranty set forth in Section 2.4(a)(iii) through (viii) is not true and correct as of the date specified therein with respect to any Receivable or Account and such breach has a materially adverse effect on the Certificateholders' Interest in such Receivable or Account, then, within 30 days (or such longer period as may be agreed to by the Trustee) of the earlier to occur of the discovery of any such event by the Transferor or the Servicer, or receipt by the Transferor or the Servicer of written notice of any such event by the Transferor or the Servicer, the Transferor shall accept a reassignment of such Receivable or, in the case of such an untrue representation or warranty with respect to an Account, all Receivables in such Account, on the Determination Date immediately succeeding the day of such discovery or notice on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment shall be --------- -------- required to be made with respect to such Receivable if, by the end of such 30- day period (or such longer period as may be agreed to by the Trustee), the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. The Transferor shall accept a reassignment of each such Receivable by directing the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables (reduced by any Discount Factor then in effect) from the Pool Balance on or prior to the end of the Monthly Period in which such reassignment obligation arises. If, following such deduction, the Transferor Interest would be less than the Minimum Transferor Interest, or the Pool Balance would be less than the Minimum Aggregate principal Receivables (less any amounts in the Excess Funding Account), in either case determined as of the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then not later than 12:00 noon New York City time on the day on which such reassignment occurs, the Transferor shall deposit in the Collection Account in immediately available funds the amount (the "Transfer Deposit Amount") equal to the greater of (i) the amount by which the Transferor Interest would be less than such Minimum Transferor Interest, or (ii) the amount by which the Pool Balance would be less than the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account (in either case, up to the principal amount of such Receivables, reduced by any Discount Factor then in effect); provided that if the Transfer Deposit Amount is not deposited as required by this sentence, then the amounts to be deducted in respect of such Receivables shall only be deducted from the Pool Balance to the extent that the Transferor Interest is not reduced below the Minimum Transferor Interest and the Pool Balance is not reduced below the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account) and the Receivables, the amounts to be deducted in respect of which have not been so deducted, shall not be reassigned to the Transferor and shall remain part of the Trust. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transfer Deposit Amount, if any, the Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivable, all Collateral Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment as shall be furnished by the Transferor and shall take such other actions as shall reasonably be requested by the Transferor, to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept a reassignment of any such Receivable and to pay any related Transfer Deposit Amount shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders).
Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.
Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.
Servicing of Receivables The Master Servicer shall service the Receivables as required by the terms of this Agreement and in material compliance with its standard and customary procedures for servicing all its other comparable motor vehicle receivables and in compliance with applicable law; and
No Delinquent Receivables As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.
Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).
Conveyance of Subsequent Receivables In consideration of the Issuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (except as expressly provided in the Sale and Servicing Agreement), all right, title and interest of the Seller in and to:
Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.
