Common use of Reassignment of Holders’ Interest in Trust Portfolio Clause in Contracts

Reassignment of Holders’ Interest in Trust Portfolio. If (a) any representation or warranty set forth in Section 4.01(a) or Section 4.02 is not true and correct in any material respect or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04(a) or subsection 2.06(c)(iv) of the Existing PSA with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account is not true and correct in any material respect and, in either case, as a result thereof Purchaser is required to accept a reassignment of the Receivables transferred to the Certificate Trust by Purchaser pursuant to Section 2.04(e) of the Pooling and Servicing Agreement, RPA Seller shall be obligated to accept a reassignment of Purchaser’s interest in such Receivables on the terms set forth below. RPA Seller shall pay to Purchaser by depositing in the Collection Account in same-day funds, not later than 10:00 a.m., New York City time, on the Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the Portfolio Reassignment Price. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections available to Purchaser.

Reassignment of Holders’ Interest in Trust Portfolio. If (a) any representation or warranty set forth in Section 4.01(a) or Section 4.02 is not true and correct in any material respect or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04(a2.03(a), (b) or subsection 2.06(c)(iv(c) or Section 2.04(a) of the Existing PSA with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account is not true and correct in any material respect and, in either case, as a result thereof Purchaser is required to accept a reassignment of the Receivables transferred to the Certificate Receivables Trust by Purchaser pursuant to Section 2.04(e) of the Pooling Transfer and Servicing Agreement, RPA Seller shall be obligated to accept a reassignment of Purchaser’s interest in such Receivables on the terms set forth below. RPA Seller shall pay to Purchaser by depositing in the Collection Account in same-day funds, not later than 10:00 a.m., New York City time, on the Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the Portfolio Reassignment Price. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections available to Purchaser.

Reassignment of Holders’ Interest in Trust Portfolio. If (a) any representation or warranty set forth in Section 4.01(a) or Section 4.02 is not true and correct in any material respect or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04(a2.03(a), (b) or subsection 2.06(c)(iv(c) or Section 2.04(a) of the Existing PSA with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account is not true and correct in any material respect and, in either case, as a result thereof Purchaser is required to accept a reassignment of the Receivables transferred to the Certificate Receivables Trust by Purchaser pursuant to Section 2.04(e) of the Pooling and Servicing Agreement or Section 2.04(f) of the Transfer and Servicing Agreement, RPA Seller shall be obligated to accept a reassignment of Purchaser’s 's interest in such Receivables on the terms set forth below. RPA Seller shall pay to Purchaser by depositing in the Collection Account in same-day funds, not later than 10:00 a.m., New York City time, on the Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the Portfolio Reassignment Price. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections available to Purchaser.

Reassignment of Holders’ Interest in Trust Portfolio. If (a) any representation or warranty set forth in Section 4.01(a) or Section 4.02 is not true and correct in any material respect or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04(a2.03(a), (b) or subsection 2.06(c)(iv(c) or Section 2.04(a) of the Existing PSA with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account is not true and correct in any material respect and, in either case, as a result thereof Purchaser is required to accept a reassignment of the Receivables transferred to the Certificate Receivables Trust by Purchaser pursuant to Section 2.04(e) of the Pooling and Servicing Agreement or Section 2.04(f) of the Transfer and Servicing Agreement, RPA Seller shall be obligated to accept a reassignment of Purchaser’s 's interest in such Receivables on the terms set forth below. RPA Seller shall pay to Purchaser by depositing in the Collection Account in same-day funds, not later than 10:00 a.m., a.m. New York City time, on the Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the Portfolio Reassignment Price. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections available to Purchaser.