Common use of Purchase of Receivables Upon Breach Clause in Contracts

Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released Administrative

Purchase of Receivables Upon Breach. Upon discovery by any of the SellerServicer, the Servicer or Depositor, the Issuer or upon the actual knowledge of or, if a Responsible Officer of the Indenture Trustee obtains actual knowledge or Owner Trustee receives written notice thereof, the Indenture Trustee, of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the IssuerSections 4.02(b), the Indenture Trustee 4.05(a) or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.024.06, the party discovering discovering, obtaining actual knowledge or receiving written notice, as applicable, of such breach shall give prompt written notice to the othersother parties to this Agreement; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07. As of On or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such a breach of any covenant set forth in Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer or the Noteholders in any Receivable (or, at the Servicer's ’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respectsrespects by such date, purchase from the Issuer the Receivable affected by such Receivablebreach. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative related Purchase Payment Amount into the Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.05, and shall be entitled to receive the Released AdministrativeSection

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Seller, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of Owner Trustee, the Indenture Trustee or Owner Trustee the Backup Servicer of a breach of any of the covenants set forth in Sections 4.02(c), 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other parties; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07. On or before the last day of the first Collection Period following its discovery or receipt of notice of any breach of any covenant set forth in Section 3.07 Sections 4.02(c), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee Trustee, the Owner Trustee, the Certificateholders, the Noteholders or the Securityholders Security Insurer in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respectsrespects by such date, purchase from the Issuer the Receivable affected by such Receivablebreach. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative related Purchase Payment to Amount into the Collection Account in the manner specified in Section 4.055.04. Subject to Section 7.02, it is understood and shall be entitled agreed that the obligation of the Servicer to receive purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the Released Administrativesole remedy against the Servicer for such breach available to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders.

Purchase of Receivables Upon Breach. Upon discovery by the SellerTransferor, the Servicer Servicer, the Owner Trustee or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer, the Indenture Trustee Trustees or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released AdministrativeAdministrative Amount. Upon such deposit of the

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Seller, the Servicer Owner Trustee, the Indenture Trustee, the Originator or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee Backup Servicer of a breach of any of the covenants set forth in Sections 4.02(c), 4.05(a) or 4.06 (which breach has not been waived by the Controlling Party), the party discovering such breach shall give prompt written notice to the other parties and the Note Insurer; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07; provided further that, with respect to the Owner Trustee, the Indenture Trustee and the Backup Servicer, "discovery" shall mean actual knowledge by a Trust Officer. On or before the last day of the first Collection Period following its discovery or receipt of notice of any breach of any covenant set forth in Section 3.07 Sections 4.02(c), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee Trustee, the Owner Trustee, the Certificateholders, the Noteholders or the Securityholders Note Insurer in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respectsrespects by such date, purchase from the Issuer the Receivable affected by such Receivablebreach. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative related Purchase Payment to Amount into the Collection Account in the manner specified in Section 4.055.04. Subject to Section 7.02, it is understood and shall be entitled agreed that the obligation of the Servicer to receive purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the Released Administrativesole remedy against the Servicer for such breach available

Purchase of Receivables Upon Breach. Upon The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of a Responsible an Authorized Officer of the Indenture Trustee or the Owner Trustee of a breach Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 4.5 which materially and adversely affects the interests interest of the Issuer, the Indenture Trustee or the Securityholders Holders in any ReceivableReceivable (for this purpose, or if an improper extension, rescheduling or modification any breach of a Receivable is made by the Servicer as described covenant set forth in Section 3.024.5(iii) shall be deemed to materially and adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, unless the party discovering such breach shall give prompt written notice to the others. As of have been cured by the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach discovery occurred (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breachdiscovery occurred), the Servicer shall, unless shall purchase any Receivable materially and adversely affected by such breach or impropriety shall have been cured in all material respects, purchase from the Issuer as of such Receivablelast day. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative Purchase Payment Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Collection Account in the manner specified in with respect to such Receivable pursuant to Section 4.05, and shall be entitled to receive the Released Administrative4.3)

Purchase of Receivables Upon Breach. Upon The Servicer, the Trustee or the Certificate Insurer shall inform the other parties promptly, in writing, upon the discovery of any breach by the SellerServicer of its obligations under Section 4.5 or 4.6; provided, that the Trustee shall have no duty to inquire concerning, or to investigate, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of such obligations. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of have been cured by the last day of the second Collection Period following the Collection Period in during which it discovers the Seller becomes aware of, or receives written notice of such breach breach, the Servicer shall purchase as of such day (or, at the Servicer's electionoption, as of the last day of the first Collection Period following the Collection Period month in which it discovers such breach was discovered) any Receivable materially and adversely affected by such breach and any Receivable in which the interest of the Trust or receives notice of the Certificate Insurer is materially and adversely affected by such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative Purchase Payment Amount with respect to the Collection Account such Receivable in the manner specified in Section 4.055.3. The sole remedy of the Trustee, and the Trust, the Certificateholders or the Certificate Insurer with respect to a breach pursuant to Section 4.5 or 4.6 shall be entitled to receive require the Released AdministrativeServicer to purchase Receivables pursuant to this Section 4.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Seller, the Servicer Depositor, the Owner Trustee, or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants set forth in Sections 4.02, 4.05 or 4.06, the party discovering such breach shall give prompt written notice to the other parties; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07. On or before the last day of the first Collection Period following its discovery or receipt of notice of the breach of any covenant set forth in Section 3.07 Sections 4.02, 4.05 or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee Trustee, the Owner Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respectsrespects by such date, purchase from the Issuer the Receivable affected by such Receivablebreach. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative Purchase Payment related Purchased Amount into the Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Subject to Section 7.02, it is understood and shall be entitled agreed that the obligation of the Servicer to receive purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the Released Administrativesole remedy against the Servicer for such breach available to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders.

Purchase of Receivables Upon Breach. Upon The Servicer, the Trustee or the Certificate Insurer shall inform the other parties promptly, in writing, upon the discovery of any breach by the SellerServicer of its obligations under Section 4.5 or 4.6; provided, that the Trustee shall have no duty to inquire concerning, or to investigate, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of such obligations. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of have been cured by the last day of the second Collection Period following the Collection Period in during which it discovers the Servicer becomes aware of, or receives written notice of such breach breach, the Servicer shall purchase as of such day (or, at the Servicer's electionoption, as of the last day of the first Collection Period following the Collection Period month in which it discovers such breach was discovered) any Receivable materially and adversely affected by such breach and any Receivable in which the interest of the Trust or receives notice of the Certificate Insurer is materially and adversely affected by such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable. In consideration of the purchase of any such Receivable, on the related Deposit Date the Servicer shall remit the Administrative Purchase Payment Amount with respect to the Collection Account such Receivable in the manner specified in Section 4.055.3. The sole remedy of the Trustee, and the Trust or the Certificateholders with respect to a breach pursuant to Section 4.5 or 4.6 shall be entitled to receive require the Released AdministrativeServicer to purchase Receivables pursuant to this Section 4.

Purchase of Receivables Upon Breach. Upon discovery by any of the Master Servicer, the Seller, the Servicer Depositor, the Owner Trustee or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Sections 4.02(b), 4.04, 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other; provided, however, that the failure to give any such notice shall not affect any obligation of the Master Servicer under this Section 3.07 4.07. On or before the last day of the first Collection Period commencing after its discovery or receipt of notice of the breach of any covenant set forth in Sections 4.02(b), 4.04, 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee Trustee, the Owner Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Master Servicer shall, unless such breach or impropriety shall have been cured in all material respectsrespects by such date, purchase from the Issuer the Receivable affected by such Receivablebreach. In consideration of the purchase of any such Receivable, on the related Deposit Date the Master Servicer shall remit the Administrative related Purchase Payment Amount into the Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Subject to Section 7.02, it is understood and shall be entitled agreed that the obligation of the Master Servicer to receive purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the Released Administrativesole remedy against the Master Servicer for such breach available to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders.