Common use of Reassignment of Other Receivables Clause in Contracts

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion to RFC III pursuant to this Agreement, Centurion shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III on the date on which such Receivables are reassigned to RFC III, and shall pay for such reassigned Receivables by paying to RFC III, not later than 11:00 a.m., New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurion, without recourse, representation or warranty, all the right, title and interest of RFC III in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III as collected in full as of the date on which they were reassigned. RFC III shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion to effect the conveyance of such Receivables and other property pursuant to this Section.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III IV is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion FSB to RFC III IV pursuant to this Agreement, Centurion FSB shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion FSB shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III IV on the date on which such Receivables are reassigned to RFC IIIIV, and shall pay for such reassigned Receivables by paying to RFC IIIIV, not later than 11:00 a.m., New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III IV shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionFSB, without recourse, representation or warranty, all the right, title and interest of RFC III IV in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III IV as collected in full as of the date on which they were reassigned. RFC III IV shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion FSB to effect the conveyance of such Receivables and other property pursuant to this Section.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III Funding is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion Capital One to RFC III Funding pursuant to this Agreement, Centurion Capital One shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion Capital One shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III Funding on the date on which such Receivables are reassigned to RFC IIIFunding, and shall pay for such reassigned Receivables by paying to RFC IIIFunding, not later than 11:00 a.m., New York City time, on the first Transfer Distribution Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III Funding shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionCapital One, without recourse, representation or warranty, all the right, title and interest of RFC III Funding in and to such Receivables, all Interchange, Insurance Proceeds, Issuer Rate Fees Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including including, without limitation, “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III Funding as collected in full as of the date on which they were reassigned. RFC III Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion Capital One to effect the conveyance of such Receivables and other property pursuant to this Section.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III the Purchaser is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion the Seller to RFC III the Purchaser pursuant to this Agreement, Centurion the Seller shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion The Seller shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III the Purchaser on the date on which such Receivables are reassigned to RFC IIIthe Purchaser, and shall pay for such reassigned Receivables by paying to RFC IIIthe Purchaser, not later than 11:00 a.m., New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III the Purchaser shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurionthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC III the Purchaser in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III the Purchaser as collected in full as of the date on which they were reassigned. RFC III The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion the Seller to effect the conveyance of such Receivables and other property pursuant to this Section.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(aSection 4.01(a)(i) or (ciii) or Subsection Section 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III Dryrock Funding is required under Section 2.06 2.7 of the Pooling and Servicing Transfer Agreement to accept a reassignment of all of the Receivables previously sold by Centurion the Seller to RFC III Dryrock Funding pursuant to this Agreement, Centurion the Seller shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection Section 6.02(b). (b) Centurion The Seller shall accept reassignment of any Receivables described in Subsection Section 6.02(a) from RFC III Dryrock Funding on the date on which such Receivables are reassigned to RFC IIIDryrock Funding, and shall pay for such reassigned Receivables by paying to RFC III, not later than 11:00 a.m., New York City time, on the first Transfer Date following the Monthly Period Dryrock Funding in which such reassignment obligation arises, immediately available funds an amount equal to the unpaid principal balance of such Receivables. Upon reassignment of such Receivables, RFC III Dryrock Funding shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurionthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC III in Dryrock Funding in, to and to under such Receivables, all Collections, Insurance Proceeds, Issuer Rate Fees Interchange and Recoveries on or allocable to such Receivables, all monies due or to become due and with respect to the foregoing, all amounts received or receivable with respect thereto, to all Collections with respect theretoof the foregoing, and all proceeds (including “proceeds” as defined in thereof, and the UCC) thereofSeller shall amend and update the RPA Account Schedule accordingly to reflect that such account is a Deleted Account. Such reassigned Receivables shall be treated by RFC III as collected in full as of the date on which they were reassigned. RFC III Dryrock Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion the Seller to effect the conveyance of such Receivables and other property pursuant to this SectionSection 6.02(b).

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III Funding is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion Capital One to RFC III Funding pursuant to this Agreement, Centurion Capital One shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion Capital One shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III Funding on the date on which such Receivables are reassigned to RFC IIIFunding, and shall pay for such reassigned Receivables by paying to RFC IIIFunding, not later than 11:00 a.m., New York City time, on the first Transfer Distribution Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III Funding shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionCapital One, without recourse, representation or warranty, all the right, title and interest of RFC III Funding in and to such Receivables, all Interchange, Insurance Proceeds, Issuer Rate Fees Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III Funding as collected in full as of the date on which they were reassigned. RFC III Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion Capital One to effect the conveyance of such Receivables and other property pursuant to this Section.. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(asubsection 4.01(a)(i) or (ciii) or Subsection in subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III Purchaser is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion Chase USA to RFC III Purchaser pursuant to this Agreement, Centurion Chase USA shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection subsection 6.02(b). (b) Centurion Chase USA shall accept reassignment of any Receivables described in Subsection subsection 6.02(a) from RFC III Purchaser on the date on which such Receivables are reassigned to RFC III, and Purchaser for a repurchase price equal to the principal balance of such Receivable. Such purchase price shall pay for be paid by deducting such reassigned Receivables amount from the purchase price owing to Chase USA by paying to RFC III, not later than 11:00 a.m., New York City time, the Purchaser on the first Transfer Date following the Monthly Period in which such reassignment obligation arisesrepurchase occurs or if no such amount is owed then by deducting such amount from the balance of the Seller Note; provided that if the reduction of the Principal Receivables in the Trust as a result of such repurchase causes the Purchaser to be required to make a deposit in the Special Funding Account, an amount equal then Chase USA shall pay such purchase price to the unpaid balance Purchaser in cash on or prior to the date on which the Purchaser is required to make such deposit in immediately available funds. Upon payment by Chase USA of such Receivables. Upon reassignment of such Receivablesamount, RFC III Purchaser shall automatically and without further action sell, transfer, assign, set-over and otherwise convey Convey to CenturionChase USA, without recourse, representation or warranty, all the right, title and interest of RFC III Purchaser in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect theretoAllocated Interchange, and all proceeds (including “proceeds” as defined in the UCC) thereofrelated Purchased Assets. Such reassigned Receivables shall be treated by RFC III as collected in full as of the date on which they were reassigned. RFC III Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion Chase USA to effect the conveyance of such Receivables and other property related Purchased Assets pursuant to this Section.subsection. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III TRS is required under Section 2.06 Subsection 6.02(b) of the Pooling and Servicing TRS-RFC V Receivables Purchase Agreement to accept a reassignment of all of the Receivables previously sold by Centurion FSB to RFC III TRS pursuant to this Agreement, Centurion FSB shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion FSB shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III TRS on the date on which such Receivables are reassigned to RFC IIITRS, and shall pay for such reassigned Receivables by paying to RFC IIITRS, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionFSB, without recourse, representation or warranty, all the right, title and interest of RFC III TRS in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III TRS as collected in full as of the date on which they were reassigned. RFC III TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion FSB to effect the conveyance of such Receivables and other property pursuant to this Section.Subsection. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III IV is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion FSB to RFC III IV pursuant to this Agreement, Centurion FSB shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion FSB shall accept reassignment of any Receivables described in Subsection 6.02(a6.02 (a) from RFC III IV on the date on which such Receivables are reassigned to RFC IIIIV, and shall pay for such reassigned Receivables by paying to RFC IIIIV, not later than 11:00 a.m., New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III IV shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionFSB, without recourse, representation or warranty, all the right, title and interest of RFC III IV in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III IV as collected in full as of the date on which they were reassigned. RFC III IV shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion FSB to effect the conveyance of such Receivables and other property pursuant to this Section.. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion to RFC III pursuant to this Agreement, Centurion shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion shall accept reassignment of any Receivables described in Subsection 6.02(a6.02 (a) from RFC III on the date on which such Receivables are reassigned to RFC III, and shall pay for such reassigned Receivables by paying to RFC III, not later than 11:00 a.m., New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurion, without recourse, representation or warranty, all the right, title and interest of RFC III in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III as collected in full as of the date on which they were reassigned. RFC III shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion to effect the conveyance of such Receivables and other property pursuant to this Section.. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III TRS is required under Section 2.06 Subsection 6.02(b) of the Pooling and Servicing TRS-RFC V Receivables Purchase Agreement to accept a reassignment of all of the Receivables previously sold by Centurion to RFC III TRS pursuant to this Agreement, Centurion shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion shall accept reassignment of any Receivables described in Subsection 6.02(a6.02 (a) from RFC III TRS on the date on which such Receivables are reassigned to RFC IIITRS, and shall pay for such reassigned Receivables by paying to RFC IIITRS, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurion, without recourse, representation or warranty, all the right, title and interest of RFC III TRS in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III TRS as collected in full as of the date on which they were reassigned. RFC III TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion to effect the conveyance of such Receivables and other property pursuant to this Section.Subsection. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection Section 4.01(a) or (c) or Subsection Section 4.02(a)(i) or (va)(v) is not true and correct in any material respect and as a result of such breach RFC III HSBC Funding is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion HPLAC to RFC III HSBC Funding pursuant to this Section 2.06 of the Transfer and Servicing Agreement, Centurion HPLAC shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection Section 6.02(b). (b) Centurion HPLAC shall accept reassignment of any Receivables described in Subsection Section 6.02(a) ), and any related Purchased Assets, from RFC III HSBC Funding on the date on which such Receivables and related Purchased Assets are reassigned to RFC IIIHSBC Funding, and shall pay for such reassigned Receivables and related Purchased Assets by paying to RFC IIIHSBC Funding in immediately available funds, not later than 11:00 a.m., 1:00 p.m. New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance Repurchase Price. If HSBC Funding so directs, HPLAC shall deposit such payment directly into the Collection Account in accordance with the terms of such Receivablesthe Transfer and Servicing Agreement and the Indenture. Upon reassignment of such ReceivablesReceivables and related Purchased Assets, RFC III HSBC Funding shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to CenturionHPLAC, without recourse, representation or warranty, all the right, title and interest of RFC III HSBC Funding in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees Receivables and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect theretorelated Purchased Assets, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such such reassigned Receivables and related Purchased Assets shall be treated by RFC III HSBC Funding as collected in full as of the date on which they were reassignedare transferred. RFC III HSBC Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion HPLAC to effect the conveyance of such Receivables and other property related Purchased Assets pursuant to this SectionSection 6.02(b).

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III TRS is required under Section 2.06 Subsection 6.02(b) of the Pooling and Servicing TRS-RFC V Receivables Purchase Agreement to accept a reassignment of all of the Receivables previously sold by Centurion FSB to RFC III TRS pursuant to this Agreement, Centurion FSB shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion FSB shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III TRS on the date on which such Receivables are reassigned to RFC IIITRS, and shall pay for such reassigned Receivables by paying to RFC IIITRS, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionFSB, without recourse, representation or warranty, all the right, title and interest of RFC III TRS in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III TRS as collected in full as of the date on which they were reassigned. RFC III TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion FSB to effect the conveyance of such Receivables and other property pursuant to this SectionSubsection.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection Section 4.01(a) or (c) or Subsection Section 4.02(a)(i) or (va)(v) is not true and correct in any material respect and as a result of such breach RFC III MRI is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion HRAC II to RFC III MRI pursuant to this Section 2.4(e) of the Pooling and Servicing Agreement, Centurion HRAC II shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection Section 6.02(b). (b) Centurion HRAC II shall accept reassignment of any Receivables described in Subsection Section 6.02(a) ), and any related Purchased Assets, from RFC III MRI on the date on which such Receivables and related Purchased Assets are reassigned to RFC IIIMRI, and shall pay for such reassigned Receivables and related Purchased Assets by paying to RFC IIIMRI in immediately available funds, not later than 11:00 a.m., 1:00 p.m. New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance Repurchase Price. If MRI so directs, HRAC II shall deposit such payment directly into the Collection Account in accordance with the terms of such Receivablesthe Pooling and Servicing Agreement. Upon reassignment of such ReceivablesReceivables and related Purchased Assets, RFC III MRI shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to CenturionHRAC II, without recourse, representation or warranty, all the right, title and interest of RFC III MRI in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees Receivables and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect theretorelated Purchased Assets, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such such reassigned Receivables and related Purchased Assets shall be treated by RFC III MRI as collected in full as of the date on which they were reassignedare transferred. RFC III MRI shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion HRAC II to effect the conveyance of such Receivables and other property related Purchased Assets pursuant to this SectionSection 6.02(b).

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(asubsection 4.01(a)(i) or (ciii) or Subsection in subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III FCCF is required under Section Subsection 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion Fleet (RI) to RFC III FCCF pursuant to this Agreement, Centurion Fleet (RI) shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection subsection 6.02(b). (b) Centurion Fleet (RI) shall accept reassignment of any Receivables described in Subsection 6.02(asubsection 6.02 (a) from RFC III FCCF on the date on which such Receivables are reassigned to RFC IIIFCCF, and shall pay for such reassigned Receivables by paying to RFC IIIFCCF, not later than 11:00 a.m.1:00 p.m., New York City time, on the second Business Day preceding the first Transfer Distribution Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III FCCF shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionFleet (RI), without recourse, representation or warranty, all the right, title and interest of RFC III FCCF in and to such Receivables, all Insurance ProceedsRecoveries with respect to such Receivables, Issuer Rate Fees and Recoveries all Allocated Interchange allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III as collected in full as of the date on which they were reassigned. RFC III FCCF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion Fleet (RI) to effect the conveyance of such Receivables and other property pursuant to this Section.subsection. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection Section 4.01(a) or (c) or Subsection Section 4.02(a)(i) or (va)(v) is not true and correct in any material respect and as a result of such breach RFC III MRI is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion HRAC II to RFC III MRI pursuant to this Section 2.4(e) of the Pooling and Servicing Agreement, Centurion HRAC II shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection Section 6.02(b). (b) Centurion HRAC II shall accept reassignment of any Receivables described in Subsection Section 6.02(a) ), and any related Purchased Assets, from RFC III MRI on the date on which such Receivables and related Purchased Assets are reassigned to RFC IIIMRI, and shall pay for such reassigned Receivables and related Purchased Assets by paying to RFC IIIMRI in immediately available funds, not later than 11:00 a.m., 1:00 p m. New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance Repurchase Price. If MRI so directs, HRAC II shall deposit such payment directly into the Collection Account in accordance with the terms of such Receivablesthe Pooling and Servicing Agreement. Upon reassignment of such ReceivablesReceivables and related Purchased Assets, RFC III MRI shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to CenturionHRAC II, without recourse, representation or warranty, all the right, title and interest of RFC III MRI in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees Receivables and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect theretorelated Purchased Assets, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such such reassigned Receivables and related Purchased Assets shall be treated by RFC III MRI as collected in full as of the date on which they were reassignedare transferred. RFC III MRI shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion HRAC II to effect the conveyance of such Receivables and other property related Purchased Assets pursuant to this SectionSection 6.02(b).

Reassignment of Other Receivables. (a) In If (i) a Trust Portfolio Repurchase Event shall have occurred under clauses (vii) through (x) of Section 2.05 of the event Pooling and Servicing Agreement or (ii) any representation or warranty set forth in Subsection 4.01(a) or (c) or Subsection 4.02(a)(i) or (v) under Section 4.2 of this Agreement is not true and correct in any material respect and as of the date specified therein, and, as a result of such breach RFC III thereof Discover Funding is required under to accept reassignment of a Receivable pursuant to Section 2.06 2.05 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion to RFC III pursuant to this Agreement, Centurion Discover Bank shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b)Receivable. (b) Centurion shall Discover Bank must accept reassignment of any the Receivables described in Subsection 6.02(aSection 6.2(a) from RFC III on the date on which such those Receivables are reassigned to RFC IIIDiscover Funding under Section 2.05 of the Pooling and Servicing Agreement. On that date, automatically and without further action, Discover Funding hereby reassigns to Discover Bank, without recourse, representation, or warranty, all of Discover Funding’s right, title and interest in, to, and shall under (i) those Receivables, (ii) all Interchange allocable to those Receivables, (iii) all Collections on those Receivables, including Recovered Amounts and (iv) all proceeds of any of this property. On the Business Day immediately preceding that date, Discover Bank must pay for such reassigned Receivables by paying to RFC III, not later than 11:00 a.m., New York City time, on the first Transfer Date following the Monthly Period Discover Funding in which such reassignment obligation arises, immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such those Receivables, RFC III shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurion, without recourse, representation or warranty, all the right, title and interest of RFC III in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III Discover Funding will treat those Receivable as collected in full as of the date on which they were reassignedfull. RFC III shall Discover Funding must execute such documents all agreements and instruments of transfer or assignment other documents, and must take such all other actions as shall actions, that are reasonably be requested by Centurion Discover Bank to effect the conveyance of such Receivables and other property pursuant to this Sectionreassignment.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection Section 4.01(a) or (c) or Subsection Section 4.02(a)(i) or (va)(v) is not true and correct in any material respect and as a result of such breach RFC III HSBC Funding is required under Section 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion HRAC I to RFC III HSBC Funding pursuant to this Section 2.06 of the Transfer and Servicing Agreement, Centurion HRAC I shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection Section 6.02(b). (b) Centurion HRAC I shall accept reassignment of any Receivables described in Subsection Section 6.02(a) ), and any related Purchased Assets, from RFC III HSBC Funding on the date on which such Receivables and related Purchased Assets are reassigned to RFC IIIHSBC Funding, and shall pay for such reassigned Receivables and related Purchased Assets by paying to RFC IIIHSBC Funding in immediately available funds, not later than 11:00 a.m., 1:00 p.m. New York City time, on the first Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance Repurchase Price. If HSBC Funding so directs, HRAC I shall deposit such payment directly into the Collection Account in accordance with the terms of such Receivablesthe Transfer and Servicing Agreement and the Indenture. Upon reassignment of such ReceivablesReceivables and related Purchased Assets, RFC III HSBC Funding shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to CenturionHRAC I, without recourse, representation or warranty, all the right, title and interest of RFC III HSBC Funding in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees Receivables and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect theretorelated Purchased Assets, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such such reassigned Receivables and related Purchased Assets shall be treated by RFC III HSBC Funding as collected in full as of the date on which they were reassignedare transferred. RFC III HSBC Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion HRAC I to effect the conveyance of such Receivables and other property related Purchased Assets pursuant to this SectionSection 6.02(b).

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III TRS is required under Section 2.06 Subsection 6.02(b) of the Pooling and Servicing TRS-RFC V Receivables Purchase Agreement to accept a reassignment of all of the Receivables previously sold by Centurion to RFC III TRS pursuant to this Agreement, Centurion shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III TRS on the date on which such Receivables are reassigned to RFC IIITRS, and shall pay for such reassigned Receivables by paying to RFC IIITRS, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurion, without recourse, representation or warranty, all the right, title and interest of RFC III TRS in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III TRS as collected in full as of the date on which they were reassigned. RFC III TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion to effect the conveyance of such Receivables and other property pursuant to this SectionSubsection.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III V is required under Section 2.06 2.7 of the Pooling Transfer and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Centurion TRS to RFC III V pursuant to this Agreement, Centurion TRS shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion TRS shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III V on the date on which such Receivables are reassigned to RFC IIIV, and shall pay for such reassigned Receivables by paying to RFC IIIV, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III V shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionTRS, without recourse, representation or warranty, all the right, title and interest of RFC III V in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III V as collected in full as of the date on which they were reassigned. RFC III V shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion TRS to effect the conveyance of such Receivables and other property pursuant to this Section.Subsection. [END OF ARTICLE VI]

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III TRS is required under Section 2.06 Subsection 6.02(b) of the Pooling and Servicing TRS-RFC VIII Receivables Purchase Agreement to accept a reassignment of all of the Receivables previously sold by Centurion FSB to RFC III TRS pursuant to this Agreement, Centurion FSB shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion FSB shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III TRS on the date on which such Receivables are reassigned to RFC IIITRS, and shall pay for such reassigned Receivables by paying to RFC IIITRS, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionFSB, without recourse, representation or warranty, all the right, title and interest of RFC III TRS in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III TRS as collected in full as of the date on which they were reassigned. RFC III TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion FSB to effect the conveyance of such Receivables and other property pursuant to this SectionSubsection.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III TRS is required under Section 2.06 Subsection 6.02(b) of the Pooling and Servicing TRS-RFC VIII Receivables Purchase Agreement to accept a reassignment of all of the Receivables previously sold by Centurion to RFC III TRS pursuant to this Agreement, Centurion shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III TRS on the date on which such Receivables are reassigned to RFC IIITRS, and shall pay for such reassigned Receivables by paying to RFC IIITRS, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Centurion, without recourse, representation or warranty, all the right, title and interest of RFC III TRS in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III TRS as collected in full as of the date on which they were reassigned. RFC III TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion to effect the conveyance of such Receivables and other property pursuant to this SectionSubsection.

Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in Subsection 4.01(a4.01(a)(i) or (ciii) or Subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach RFC III VIII is required under Section 2.06 2.7 of the Pooling and Servicing Transfer Agreement to accept a reassignment of all of the Receivables previously sold by Centurion TRS to RFC III VIII pursuant to this Agreement, Centurion TRS shall accept a reassignment of such Receivables on the terms and conditions set forth in Subsection 6.02(b). (b) Centurion TRS shall accept reassignment of any Receivables described in Subsection 6.02(a) from RFC III VIII on the date on which such Receivables are reassigned to RFC IIIVIII, and shall pay for such reassigned Receivables by paying to RFC IIIVIII, not later than 11:00 a.m., New York City time, on the first First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC III VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to CenturionTRS, without recourse, representation or warranty, all the right, title and interest of RFC III VIII in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC III VIII as collected in full as of the date on which they were reassigned. RFC III VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Centurion TRS to effect the conveyance of such Receivables and other property pursuant to this SectionSubsection.