Common use of Repurchase of Receivables Upon Breach of Warranty Clause in Contracts

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of Reliance, the Servicer, the Note Insurer, the Issuer or the Trustee of a breach of any of the representations and warranties of Reliance contained in Section 2.3(a) that has a material adverse effect on the interests of the Noteholders or the Note Insurer in any Receivable, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of Reliance under this Section 2.4; and provided, further, that any Receivable listed on a certification by a Custodian pursuant to the second or third sentence of Section 3(a) of the Custodian Agreement shall be deemed to be a Receivable for which Reliance has breached the representation and warranty set forth in paragraph 11 or 15, as applicable, of the Schedule of Representations in respect of the related Receivable that has a material adverse effect on the interest of the Noteholders and the Note Insurer. As of the second Accounting Date (or, at Reliance's election, the first Accounting Date) following its discovery or its receipt of notice of any such breach Reliance shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Issuer and, on or before the Deposit Date following such Accounting Date, Reliance shall pay the Purchase Amount to the Issuer pursuant to Section 4.4. The obligation of Reliance to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Reliance for such breach available to the Note Insurer (other than as provided in Sections 2.02(q) and 3.04 of the Insurance Agreement), the Trustee (other than as provided in Section 2.8) on behalf of the Noteholders or the Noteholders and any breaches of the representations or warranties with respect to such Receivables shall be deemed cured as of the date of such purchase.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of Reliancethe Seller, the Depositor, the Servicer, the Note InsurerOwner Trustee, the Issuer Indenture Trustee any Note Owner or the Trustee any Noteholder of a breach of any of the representations and warranties in Sections 3.01 or 3.02 of Reliance contained the Pooling Agreement or in Section 2.3(a2.03(a) or Section 3.01 of this Agreement that has a material adverse effect on materially and adversely affects the interests of the Noteholders [or the Note Insurer Certificateholders] taken as a whole in any ReceivableReceivable and which results in any of the Noteholders [or the Certificateholders] not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; providedprovided that in the case of a Repurchase Request from the Owner Trustee, howeverthe Indenture Trustee, any Note Owner or any Noteholder such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the failure to give any such notice shall not affect any obligation of Reliance under this specific representation or warranty contained in Section 2.4; and provided, further, that any Receivable listed on a certification by a Custodian pursuant to the second 3.01 or third sentence of Section 3(a) 3.02 of the Custodian Pooling Agreement shall be deemed to be it alleges was breached, (iii) the loss that occurred as a Receivable for which Reliance has breached result of such breach and (iv) the representation material and warranty set forth in paragraph 11 or 15, as applicable, of the Schedule of Representations in respect of the related Receivable that has a material adverse effect of such breach on the interest interests of the Noteholders and [or the Certificateholders] taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note InsurerOwner, such Repurchase Request shall initially be provided to the Indenture Trustee. As of the last day of the second Accounting Date (or, at Reliance's election, the first Accounting Date) Monthly Period following its discovery or its receipt of notice of any such breach Reliance shall(or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Sections 3.01 or 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuer and, Issuing Entity on or before the Deposit Date following such Accounting related Distribution Date, Reliance . The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall pay the Purchase Amount be an amount equal to the Issuer pursuant Warranty Payment calculated as of the last day of the related Monthly Period. [Upon repurchase and payment of such Warranty Payment, the Warranty Purchaser shall be entitled to Section 4.4. The receive the Released Warranty Amount, if any.] It is understood and agreed that the obligation of Reliance the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligation is obligations are fulfilled, constitute the sole remedy against Reliance the Depositor or the Seller for such breach available to the Note Insurer (other than as provided in Sections 2.02(q) and 3.04 of the Insurance Agreement)Issuing Entity, the Financial Parties, the Owner Trustee (other than as provided in Section 2.8) on behalf of the Noteholders or the Noteholders and any breaches of the representations or warranties with respect to such Receivables shall be deemed cured as of the date of such purchaseIndenture Trustee.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of Reliancethe Seller, the Depositor, the Servicer, the Note InsurerOwner Trustee, the Issuer Indenture Trustee any Note Owner or the Trustee any Noteholder of a breach of any of the representations and warranties in Sections 3.01 or 3.02 of Reliance contained the Pooling Agreement or in Section 2.3(a2.03(a) or Section 3.01 of this Agreement that has a material adverse effect on materially and adversely affects the interests of the Noteholders [or the Note Insurer Certificateholders] taken as a whole in any ReceivableReceivable and which results in any of the Noteholders [or the Certificateholders] not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; providedprovided that in the case of a Repurchase Request from the Owner Trustee, howeverthe Indenture Trustee, any Note Owner or any Noteholder such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the failure to give any such notice shall not affect any obligation of Reliance under this specific representation or warranty contained in Section 2.4; and provided, further, that any Receivable listed on a certification by a Custodian pursuant to the second 3.01 or third sentence of Section 3(a) 3.02 of the Custodian Pooling Agreement shall be deemed to be it alleges was breached, (iii) the loss that occurred as a Receivable for which Reliance has breached result of such breach and (iv) the representation material and warranty set forth in paragraph 11 or 15, as applicable, of the Schedule of Representations in respect of the related Receivable that has a material adverse effect of such breach on the interest interests of the Noteholders and [or the Certificateholders] taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note InsurerOwner, such Repurchase Request shall initially be provided to the Indenture Trustee. As of the last day of the second Accounting Date (or, at Reliance's election, the first Accounting Date) Monthly Period following its discovery or its receipt of notice of any such breach Reliance shall(or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Sections 3.01, 3.02 or 3.03 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuer and, Issuing Entity on or before the Deposit Date following such Accounting related Distribution Date, Reliance . The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall pay the Purchase Amount be an amount equal to the Issuer pursuant Warranty Payment calculated as of the last day of the related Monthly Period. [Upon repurchase and payment of such Warranty Payment, the Warranty Purchaser shall be entitled to Section 4.4. The receive the Released Warranty Amount, if any.] It is understood and agreed that the obligation of Reliance the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligation is obligations are fulfilled, constitute the sole remedy against Reliance the Depositor or the Seller for such breach available to the Note Insurer (other than as provided in Sections 2.02(q) and 3.04 of the Insurance Agreement)Issuing Entity, the Financial Parties, the Owner Trustee (other than as provided in Section 2.8) on behalf of the Noteholders or the Noteholders and any breaches of the representations or warranties with respect to such Receivables shall be deemed cured as of the date of such purchaseIndenture Trustee.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of Reliancethe Seller, the Depositor, the Servicer, the Note Insurer, the Issuer Owner Trustee or the Indenture Trustee [(in its capacity as Indenture Trustee or at the direction of the Holders of at least a majority of the Controlling Class)] of a breach of any of the representations and warranties in Sections 3.01 or 3.02 of Reliance contained the Pooling Agreement or in Section 2.3(a) 2.03 or Section 3.01 of this Agreement that has a material adverse effect on materially and adversely affects the interests of the Noteholders or the Note Insurer Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided, however, provided that in the failure to give any such notice shall not affect any obligation case of Reliance under this Section 2.4; and provided, further, that any Receivable listed on a certification by a Custodian pursuant to Repurchase Request from the second Owner Trustee or third sentence of Section 3(a) the Indenture Trustee [(in its capacity as Indenture Trustee or at the direction of the Custodian Agreement Holders of at least a majority or more of the Outstanding Amount of the Controlling Class)], such Repurchase Request shall be deemed to be a Receivable for which Reliance has breached the representation and warranty set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in paragraph 11 Section 3.01 or 15, as applicable, Section 3.02 of the Schedule of Representations in respect of Pooling Agreement it alleges were breached and (iii) the related Receivable that has a material and adverse effect of such breach on the interest interests of the Noteholders and or the Note InsurerCertificateholders. As of the last day of the second Accounting Date (or, at Reliance's election, the first Accounting Date) Monthly Period following its discovery or its receipt of notice of any such breach Reliance shall(or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Sections 3.01 or 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuer and, Issuing Entity on or before the Deposit Date following such Accounting related Distribution Date, Reliance . The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall pay the Purchase Amount be an amount equal to the Issuer pursuant Warranty Payment calculated as of the last day of the related Monthly Period. [Upon repurchase and payment of such Warranty Payment, the Warranty Purchaser shall be entitled to Section 4.4. The receive the Released Warranty Amount, if any.] It is understood and agreed that the obligation of Reliance the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligation is obligations are fulfilled, constitute the sole remedy against Reliance the Depositor or the Seller for such breach available to the Note Insurer (other than as provided in Sections 2.02(q) and 3.04 of the Insurance Agreement)Issuing Entity, the Financial Parties, the Owner Trustee (other than as provided in Section 2.8) on behalf of the Noteholders or the Noteholders and any breaches of the representations or warranties with respect to such Receivables shall be deemed cured as of the date of such purchaseIndenture Trustee.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of Reliancethe Seller, the Depositor, the Servicer, the Note InsurerOwner Trustee, the Issuer Indenture Trustee or the Trustee a Noteholder of a breach of any of the representations and warranties in Sections 3.01 or 3.02 of Reliance contained the Pooling Agreement or in Section 2.3(a2.03(a) or Section 3.01 of this Agreement that has a material adverse effect on materially and adversely affects the interests of the Noteholders [or the Note Insurer Certificateholders] taken as a whole in any ReceivableReceivable and which causes a loss to the Noteholders [or the Certificateholders], the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; providedprovided that in the case of a Repurchase Request from the Owner Trustee, howeverthe Indenture Trustee or any Noteholder such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, that (ii) the failure to give any such notice shall not affect any obligation of Reliance under this specific representation or warranty contained in Section 2.4; and provided, further, that any Receivable listed on a certification by a Custodian pursuant to the second 3.01 or third sentence of Section 3(a) 3.02 of the Custodian Pooling Agreement shall be deemed to be it alleges was breached, (iii) the loss that occurred as a Receivable for which Reliance has breached result of such breach and (iv) the representation material and warranty set forth in paragraph 11 or 15, as applicable, of the Schedule of Representations in respect of the related Receivable that has a material adverse effect of such breach on the interest interests of the Noteholders and [or the Note InsurerCertificateholders] taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder, such Repurchase Request shall initially be provided to the Indenture Trustee. As of the last day of the second Accounting Date (or, at Reliance's election, the first Accounting Date) Monthly Period following its discovery or its receipt of notice of any such breach Reliance shall(or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Sections 3.01 or 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuer and, Issuing Entity on or before the Deposit Date following such Accounting related Distribution Date, Reliance . The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall pay the Purchase Amount be an amount equal to the Issuer pursuant Warranty Payment calculated as of the last day of the related Monthly Period. [Upon repurchase and payment of such Warranty Payment, the Warranty Purchaser shall be entitled to Section 4.4. The receive the Released Warranty Amount, if any.] It is understood and agreed that the obligation of Reliance the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligation is obligations are fulfilled, constitute the sole remedy against Reliance the Depositor or the Seller for such breach available to the Note Insurer (other than as provided in Sections 2.02(q) and 3.04 of the Insurance Agreement)Issuing Entity, the Financial Parties, the Owner Trustee (other than as provided in Section 2.8) on behalf of the Noteholders or the Noteholders and any breaches of the representations or warranties with respect to such Receivables shall be deemed cured as of the date of such purchaseIndenture Trustee.