Common use of Purchase of Receivables Upon Breach by the Servicer Clause in Contracts

Purchase of Receivables Upon Breach by the Servicer. Upon discovery by any party to this Agreement of (i) a Post-Maturity Term Extension or a Reduction Event as contemplated by Section 3.2 or (ii) a breach of any of the covenants set forth in Sections 3.5 or 3.6 that materially and adversely affects the interest of the Noteholders, the party discovering such event described in clause (i) or (ii) herein shall give prompt written notice thereof to the other party hereto; provided, that delivery of the Monthly Servicer Report, which identifies Receivables that are being or have been purchased, shall be deemed to constitute prompt notice of such event; provided, further, the failure to give such notice shall not affect any obligation of the Servicer hereunder. If (i) either a Post-Maturity Term Extension or Reduction Event occurs with respect to any Receivable or (ii) a breach of any of the covenants set forth in Sections 3.5 or 3.6 materially and adversely affects the interests of the Noteholders, then the Servicer shall either (i) correct or cure such breach or (ii) purchase such Receivable from the holder thereof, in either case on or before the last day of the second Collection Period (or, at the option of the Servicer, the last day of the first Collection Period) following the date the Servicer became aware of or was notified of such breach. Any such breach or failure of the covenants set forth in Sections 3.5 or 3.6 will be deemed to not have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by the Servicer shall be at a price equal to the related Repurchase Price. In consideration for such purchase, the Servicer shall make a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account on the Business Day prior to the Payment Date immediately following the date of such repurchase. Upon receipt by the Issuer of such Repurchase Price by the Servicer, the Issuer shall (and shall cause the Indenture Trustee to) release and execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s rights (and, if applicable, the Indenture Trustee’s rights and security interest) in any Receivable and related Purchased Assets repurchased pursuant to this Section 3.7. It is understood and agreed that the right to cause the Servicer to purchase any Receivable as described above shall constitute the sole remedy (except as provided in Section 5.2 of this Agreement) against the Servicer for such breach available to the Issuer.

Purchase of Receivables Upon Breach by the Servicer. Upon discovery by any party to this Agreement of (i) If a Post-Maturity Term Extension Responsible Person of the Servicer has actual knowledge, or a Reduction Event as contemplated by Section 3.2 receives notice from the Depositor, the Issuer, the Owner Trustee or (ii) the Indenture Trustee, of a breach of any of the covenants set forth in Sections 3.5 or 3.6 that materially and adversely affects the interest of the Noteholders, the party discovering such event described in clause 3.1 (ic) or (iid) herein shall give prompt written notice thereof to the other party hereto; provided, that delivery of the Monthly Servicer Report, which identifies Receivables that are being or have been purchased, shall be deemed to constitute prompt notice of such event; provided, further, the failure to give such notice shall not affect any obligation of the Servicer hereunder. If (i) either a Post-Maturity Term Extension or Reduction Event occurs with respect to any Receivable or (ii) a breach of any of the covenants set forth in Sections 3.5 or 3.6 materially and adversely affects the interests of the Noteholders, then the Servicer shall either (i) correct or cure such breach or (ii) purchase such Receivable from is not cured in all material respects by the holder thereof, in either case on or before the last day end of the second full Collection Period (or, at after the option of the Servicer, the last day of the first Collection Period) following the date the Servicer became aware of Responsible Person obtained actual knowledge or was notified of such breach. Any , the Servicer will purchase each Receivable materially and adversely affected by such breach or failure as of such last day (or, at the Servicer's option, the end of the covenants first full Collection Period after the Responsible Person obtained actual knowledge or was notified of such breach). (ii) Upon the occurrence of any of the conditions requiring purchase of a Receivable set forth in Sections 3.5 or 3.6 Section 3.1(b), the Servicer will be deemed to not have a material and adverse effect if repurchase the Receivable affected by such breach or failure does not affect the ability occurrence as of the Issuer last day of the Collection Period in which such modification is made. (iii) If the Servicer, in its sole discretion, determines that as a result of a computer systems error or its assigneecomputer systems limitation or for any other reason the Servicer is unable to service any Receivable in accordance with the Credit and Collection Policy and the terms of this Agreement, the Servicer may purchase such Receivable as of the last day of the Collection Period in which such determination is made. (iv) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such The purchase price for each Receivable purchased by the Servicer shall pursuant to this Section 3.2(a) will be at a price equal to the related Repurchase Price. In consideration Purchase Amount for such purchase, the Receivable as of such last day. The Servicer shall make a payment to the Issuer equal to the Repurchase Price by depositing will deposit such amount Purchase Amount into the Collection Account on the Business Day prior to preceding the Payment Date immediately following (or, with Rating Agency Confirmation, on the date of Payment Date) related to the Collection Period during which such repurchase. Upon receipt by the Issuer of such Repurchase Price by the Servicer, the Issuer shall purchase occurs. (and shall cause the Indenture Trustee tob) release and execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s rights (and, if applicable, the Indenture Trustee’s rights and security interest) in any Receivable and related Purchased Assets repurchased pursuant to this Section 3.7. It is understood and agreed that the right to cause the Servicer to purchase any Receivable as described above shall constitute the The sole remedy (except as provided in Section 5.2 6.3) of this Agreement) against the Issuer, the Indenture Trustee, the Owner Trustee and the Secured Parties with respect to a breach of the covenants made by the Servicer for such breach available in Section 3.1(c) or (d) or the occurrence of a condition specified in Section 3.1(b) is to require the Servicer to purchase the Receivable as set forth in 3.2(a). None of the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to Section 3.2(a). (c) Upon Servicer's payment of the Purchase Amount, the Issuer will be deemed to have sold and assigned all of the Issuer's right, title and interest in and to any Receivable purchased by the Servicer pursuant to Section 3.2(a), and all security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its computer records indicating that any receivable purchased pursuant to Section 3.2(a) is no longer a Receivable and take any action necessary or appropriate to evidence the transfer of ownership of the Purchased Receivable free from any Lien of the Issuer or the Indenture Trustee.

Purchase of Receivables Upon Breach by the Servicer. Upon discovery by any party to this Agreement of (i) If a Post-Maturity Term Extension Responsible Person of the Servicer has actual knowledge, or a Reduction Event as contemplated by Section 3.2 receives notice from the Depositor, the Issuer, the Owner Trustee or (ii) the Indenture Trustee, of a breach of any of the covenants set forth in Sections 3.5 or 3.6 that materially and adversely affects the interest of the Noteholders, the party discovering such event described in clause 3.1 (ic) or (iid) herein shall give prompt written notice thereof to the other party hereto; provided, that delivery of the Monthly Servicer Report, which identifies Receivables that are being or have been purchased, shall be deemed to constitute prompt notice of such event; provided, further, the failure to give such notice shall not affect any obligation of the Servicer hereunder. If (i) either a Post-Maturity Term Extension or Reduction Event occurs with respect to any Receivable or (ii) a breach of any of the covenants set forth in Sections 3.5 or 3.6 materially and adversely affects the interests of the Noteholders, then the Servicer shall either (i) correct or cure such breach or (ii) purchase such Receivable from is not cured in all material respects by the holder thereof, in either case on or before the last day end of the second full Collection Period (or, at after the option of the Servicer, the last day of the first Collection Period) following the date the Servicer became aware of Responsible Person obtained actual knowledge or was notified of such breach. Any , the Servicer will purchase each Receivable materially and adversely affected by such breach or failure as of such last day (or, at the Servicer's option, the end of the covenants first full Collection Period after the Responsible Person obtained actual knowledge or was notified of such breach). (ii) Upon the occurrence of any of the conditions requiring the purchase of a Receivable set forth in Sections 3.5 or 3.6 Section 3.1(b), the Servicer will be deemed to not have a material and adverse effect if repurchase the Receivable affected by such breach or failure does not affect the ability occurrence as of the Issuer last day of the Collection Period in which such modification is made. (iii) The Servicer may purchase any Receivable if the Servicer determines, in its sole discretion, that, as a result of a computer systems error or its assigneecomputer systems limitation or for any other reason, the Servicer is unable to service such Receivable in accordance with the Credit and Collection Policy and the terms of this Agreement. (iv) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such The purchase price for each Receivable purchased by the Servicer shall pursuant to this Section 3.2(a) will be at a price equal to the related Repurchase Price. In consideration Purchase Amount for such purchase, the Receivable as of such last day. The Servicer shall make a payment to the Issuer equal to the Repurchase Price by depositing will deposit such amount Purchase Amount into the Collection Account on the Business Day prior to preceding the Payment Date immediately following (or, with Rating Agency Confirmation, on the date of Payment Date) related to the Collection Period during which such repurchase. Upon receipt by the Issuer of such Repurchase Price by the Servicer, the Issuer shall purchase occurs. (and shall cause the Indenture Trustee tob) release and execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s rights (and, if applicable, the Indenture Trustee’s rights and security interest) in any Receivable and related Purchased Assets repurchased pursuant to this Section 3.7. It is understood and agreed that the right to cause the Servicer to purchase any Receivable as described above shall constitute the The sole remedy (except as provided in Section 5.2 6.3) of this Agreement) against the Issuer, the Indenture Trustee, the Owner Trustee and the Noteholders with respect to a breach of the covenants made by the Servicer for such breach available in Section 3.1(c) or (d) or the occurrence of a condition specified in Section 3.1(b) is to require the Servicer to purchase the Receivable as set forth in 3.2(a). None of the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to Section 3.2(a). (c) Upon Servicer's payment of the Purchase Amount, the Issuer will be deemed to have sold and assigned all of the Issuer's right, title and interest in and to any Receivable purchased by the Servicer pursuant to Section 3.2(a), and all security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer may mark its computer records indicating that any receivable purchased puxxxxnt to Section 3.2(a) is no longer a Receivable, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the Purchased Receivable free from any Lien of the Issuer or the Indenture Trustee.

Purchase of Receivables Upon Breach by the Servicer. Upon discovery by any party to this Agreement of (i) If a Post-Maturity Term Extension Responsible Person of the Servicer has actual knowledge, or a Reduction Event as contemplated by Section 3.2 receives notice from the Depositor, the Issuer, the Owner Trustee or (ii) the Indenture Trustee, of a breach of any of the covenants set forth in Sections 3.5 or 3.6 that materially and adversely affects the interest of the Noteholders, the party discovering such event described in clause 3.1 (ic) or (iid) herein shall give prompt written notice thereof to the other party hereto; provided, that delivery of the Monthly Servicer Report, which identifies Receivables that are being or have been purchased, shall be deemed to constitute prompt notice of such event; provided, further, the failure to give such notice shall not affect any obligation of the Servicer hereunder. If (i) either a Post-Maturity Term Extension or Reduction Event occurs with respect to any Receivable or (ii) a breach of any of the covenants set forth in Sections 3.5 or 3.6 materially and adversely affects the interests of the Noteholders, then the Servicer shall either (i) correct or cure such breach or (ii) purchase such Receivable from is not cured in all material respects by the holder thereof, in either case on or before the last day end of the second full Collection Period (or, at after the option of the Servicer, the last day of the first Collection Period) following the date the Servicer became aware of Responsible Person obtained actual knowledge or was notified of such breach. Any , the Servicer will purchase each Receivable materially and adversely affected by such breach or failure as of such last day (or, at the Servicer's option, the end of the covenants first full Collection Period after the Responsible Person obtained actual knowledge or was notified of such breach). (ii) Upon the occurrence of any of the conditions requiring purchase of a Receivable set forth in Sections 3.5 or 3.6 Section 3.1(b), the Servicer will be deemed to not have a material and adverse effect if repurchase the Receivable affected by such breach or failure does not affect the ability occurrence as of the Issuer last day of the Collection Period in which such modification is made. (iii) If the Servicer, in its sole discretion, determines that as a result of a computer systems error or its assigneecomputer systems limitation or for any other reason the Servicer is unable to service any Receivable in accordance with the Credit and Collection Policy and the terms of this Agreement, the Servicer may purchase such Receivable as of the last day of the Collection Period in which such determination is made. (iv) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such The purchase price for each Receivable purchased by the Servicer shall pursuant to this Section 3.2(a) will be at a price equal to the related Repurchase Price. In consideration Purchase Amount for such purchase, the Receivable as of such last day. The Servicer shall make a payment to the Issuer equal to the Repurchase Price by depositing will deposit such amount Purchase Amount into the Collection Account on the Business Day prior to preceding the Payment Date immediately following (or, with Rating Agency Confirmation, on the date of Payment Date) related to the Collection Period during which such repurchase. Upon receipt by the Issuer of such Repurchase Price by the Servicer, the Issuer shall purchase occurs. (and shall cause the Indenture Trustee tob) release and execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s rights (and, if applicable, the Indenture Trustee’s rights and security interest) in any Receivable and related Purchased Assets repurchased pursuant to this Section 3.7. It is understood and agreed that the right to cause the Servicer to purchase any Receivable as described above shall constitute the The sole remedy (except as provided in Section 5.2 6.3) of this Agreement) against the Issuer, the Indenture Trustee, the Owner Trustee and the Secured Parties with respect to a breach of the covenants made by the Servicer for such breach available in Section 3.1(c) or (d) or the occurrence of a condition specified in Section 3.1(b) is to require the Servicer to purchase the Receivable as set forth in 3.2(a). None of the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to Section 3.2(a). (c) Upon Servicer's payment of the Purchase Amount, the Issuer will be deemed to have sold and assigned all of the Issuer's right, title and interest in and to any Receivable purchased by the Servicer pursuant to Section 3.2(a), and all security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will mxxx its computer records indicating that any receivable purchased pursuant to Section 3.2(a) is no longer a Receivable and take any action necessary or appropriate to evidence the transfer of ownership of the Purchased Receivable free from any Lien of the Issuer or the Indenture Trustee.