Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal Receivables (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the pre...
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 of a breach of any of the ------------------------------- representations and warranties set forth in Section 2.03(a), (b), (c), (d) or --------------- --- --- --- (e), or Section 2.04(a)(iv)(A), and the effect of such breach is materially --- ---------------------- adverse to the interests of the Certificateholders of all Series (without regard to any Enhancement with respect to any Series), any Control Party, by notice then given in writing to the Transferor (with a copy thereof to the Rating Agencies) (and to the Trustee and the Servicer if given by the Certificateholders), may direct the Transferor to make the payment described in the next sentence on or prior to the first Payment Date next succeeding 30 days after receipt by the Transferor of such notice, or within such longer period as may be specified in such notice, and the Transferor shall be obligated to make such payment or cause such payment to be made on such Payment Date on the terms and conditions set forth below; provided, however, that no such payment shall be -------- ------- required to be made if, at such Payment Date, the representations and warranties set forth in Section 2.03(a), (b), (c), (d), (e), and Section 2.04(a)(iv)(A), --------------- --- --- --- --- ---------------------- shall be true and correct in all material respects as if made on such date. The Transferor shall deposit in the Collection Master Subaccount on the date permitted by the notice described in the preceding sentence an amount equal to the sum of (w) the Aggregate Adjusted Invested Amount at the end of the day on the Record Date preceding the date such deposit is to be made, less (x) (without ---- duplication) the aggregate principal amount on deposit in any subaccounts or sub-subaccounts of the Collection Account, plus (y) (without duplication) an ---- amount equal to interest at the applicable Certificate Rate accrued but unpaid on the Investor Certificates of each Series through such Record Date and (z) all amounts then due and payable to any Enhancement Provider for each outstanding Series under the applicable Enhancement Agreement. Notwithstanding anything to the contrary in this Agreement, the entire amount deposited in the Collection Master Subaccount pursuant to the preceding sentence shall be distributed to the Certificateholders on such Payment Date pursuant to Section 12.03 and to any ------------- Enhancement Provider for each outstanding Series, as applicable. Payment of such deposit a...
Reassignment of Trust Portfolio. In the event any representation or warranty of a Transferor set forth in Section 2.03(a) or (c) or Section 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Issuer by such Transferor or the availability of the proceeds thereof to the Issuer, then the Indenture Trustee, by notice then given to such Transferor and the Servicer may direct such Transferor to accept a reassignment of the Receivables and any Participation Interests conveyed to the Issuer by such Transferor if such breach and any material adverse effect caused by such breach are not cured within sixty (60) days of such notice (or within such longer period, not in excess of one hundred twenty (120) days, as may be specified in such notice), and upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables and Participation Interests will not be reassigned to such Transferor if, on any day prior to the end of such sixty-day or longer period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct.
Reassignment of Trust Portfolio. In the event that (i) any of the representations and warranties set forth in Section 2.3(i), 2.3(iii) or 2.4(a) or in Section 5(a) or 5(b) of any Assignment is breached or (ii) a material amount of Receivables are not Eligible Receivables and, in either case, such event has a materially adverse effect on the Investor Certificateholders (without regard to the amount of any Enhancement), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of all Receivables within 60 days of such notice, or within such longer period as may be specified in such notice (not to exceed an additional 90 days), and the Transferor shall be obligated to accept such reassignment on a Distribution Date specified by the Transferor occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made, and the Transferor shall not be obligated to accept such reassignment, if, on the Business Day prior to such Distribution Date, the representations and warranties set forth in Sections 2.3(i), 2.3(iii) and
Reassignment of Trust Portfolio. In the event of (1) a breach of any of the representations or warranties set forth in subsection 2.3(i), 2.3(iii) or 2.4(a) or (2) a material amount of Receivables are not
