Common use of Purchase of Contracts Upon Breach Clause in Contracts

Purchase of Contracts Upon Breach. Upon discovery by any party hereto of a breach of any of the obligations set forth in Section 3.2, 3.3, 3.4 or 3.5 which materially and adversely affects the interests of the Issuer[, the Insurer], the Indenture Trustee or the Noteholders in any Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6. If the breach materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract, then the Servicer shall either (a) correct or cure such breach or (b) purchase such Contract from the Issuer, in either case on or before one Business Day prior to the Determination Date immediately following the end of the first full Collection Period after the date the Servicer became aware or was notified of such breach. Any such purchase by the Servicer shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Servicer, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased pursuant to this Section 3.6. It is understood and agreed that, unless the Servicer fails to purchase any Contract as described above, the obligation of the Servicer to purchase any Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Insurer] and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer[, the Insurer], the Owner Trustee, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Servicer[, the Insurer] and /or the Indenture Trustee.

Purchase of Contracts Upon Breach. Upon discovery by any party hereto of a breach of any of the obligations set forth in Section 3.2, 3.3, 3.4 or 3.5 which materially and adversely affects the interests of the Issuer[, the Insurer], the Indenture Trustee or the Noteholders in any Contract, the party discovering such breach shall give prompt written notice thereof to the other parties heretohereto and the Insurer; provided, that the delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of any such breachbreach that is described in such Servicer’s Certificate; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6. If the breach materially and adversely affects the interests of the Issuer[, the Insurer] Insurer or the Noteholders in such Contract, then the Servicer shall either (a) correct or cure such breach or (b) purchase such Contract from the Issuer, in either case on or before one Business Day prior to the Determination Date immediately following the end of the first full Collection Period after the date the Servicer became aware or was notified of such breach. Any such purchase by the Servicer shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Servicer, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased pursuant to this Section 3.6. It is understood and agreed that, unless the Servicer fails to purchase any Contract as described above, the obligation of the Servicer to purchase any Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Insurer] , the Swap Counterparty and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer[, the Insurer], the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Servicer[, the Insurer] Servicer and /or the Indenture Trusteetermination of this Agreement.

Purchase of Contracts Upon Breach. Upon The Servicer or the Trustee shall inform the other such party and the Note Insurer promptly, in writing, upon the discovery by any party hereto (or, in the case of a breach the Trustee, upon the actual knowledge of any Responsible Officer) of any material breach by the Servicer of its obligations under Section 3.04, 3.05 or 3.06. With respect to breaches pursuant to Section 3.04, 3.05 or 3.06, unless such breach shall have been cured by the last day of the obligations set forth in Section 3.2first Due Period commencing after the Servicer's receipt of written notice of such 8 Servicing Agreement breach or the Servicer's actual knowledge of such breach, 3.3whichever is earlier (or, 3.4 at the Servicer's election, the last day of the current Due Period), the initial Servicer shall purchase from the Issuer any Contract with respect to which the interest of the Trustee, the Note Insurer or 3.5 which the Noteholders is materially and adversely affects the interests affected by such breach on such last day of such first Due Period. In consideration of the Issuer[purchase of a Contract pursuant to this Section, the Insurer], initial Servicer shall remit the Indenture Trustee or the Noteholders Purchase Price in any Contract, the party discovering such breach shall give prompt written notice thereof immediately available funds to the other parties hereto; provided, that Distribution Account not later than the delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer last day of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6first Due Period. If the breach materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders initial Servicer complies in such Contract, then the Servicer shall either (a) correct or cure such breach or (b) purchase such Contract from the Issuer, in either case on or before one Business Day prior to the Determination Date immediately following the end of the first full Collection Period after the date the Servicer became aware or was notified of such breach. Any such purchase by the Servicer shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Servicer, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or timely manner with its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased repurchase obligation pursuant to this Section 3.6. It is understood and agreed that3.07, unless then notwithstanding anything to the Servicer fails to purchase contrary in this Agreement or any Contract as described aboveother Transaction Document, the obligation of the Servicer to purchase any Contract as described above shall constitute the sole remedy respecting such of the Trustee with respect to a breach available pursuant to Section 3.04, 3.05 or 3.06 shall be to require the Issuer[, the Insurer] and the Indenture Trusteeinitial Servicer to repurchase Contracts pursuant to this Section 3.07; provided, however, provided that the Servicer will shall indemnify the Issuer[, the Insurer], the Owner Trustee, the Indenture Trustee and the Noteholders from and each Indemnified Party against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, Indemnified Amounts which may be asserted against or incurred by any of them Indemnified Party, as a result of (i) third party claims arising out of the events or facts giving rise to such breach. The indemnification breach or (ii) failure by the Servicer to comply with such obligation to purchase; provided pursuant further that the Indemnified Party shall not be indemnified as provided hereunder to this section will survive the removal extent of such Indemnified Party's own gross negligence or resignation of the Servicer[, the Insurer] and /or the Indenture Trusteewillful misconduct.

Purchase of Contracts Upon Breach. Upon discovery by any party hereto of a breach of any of the obligations set forth in Section 3.2, 3.3, 3.4 or 3.5 which materially and adversely affects the interests of the Issuer[, the Insurer], the Indenture Trustee or the Noteholders in any Contract, the party discovering such breach shall give prompt written notice thereof to the other parties heretohereto and the Insurer; provided, that the delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6. If the breach materially and adversely affects the interests of the Issuer[, the Insurer] Insurer or the Noteholders in such Contract, then the Servicer shall either (a) correct or cure such breach or (b) purchase such Contract from the Issuer, in either case on or before one Business Day prior to the Determination Date immediately following the end of the first full Collection Period after the date the Servicer became aware or was notified of such breach. Any such purchase by the Servicer shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Servicer, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased pursuant to this Section 3.6. It is understood and agreed that, unless the Servicer fails to purchase any Contract as described above, the obligation of the Servicer to purchase any Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Insurer] , the Swap Counterparty and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer[, the Insurer], the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Servicer[, the Insurer] Servicer and /or the Indenture Trusteetermination of this Agreement.