Purchase Upon Breach Sample Clauses

Purchase Upon Breach. If any representation or warranty set forth in clauses (ix) through (xii) of Section 3.03(a) is not true and correct in any material respect as of the date specified therein with respect to any Receivable and such breach has a material adverse effect on a Receivable included in the Noteholders' Collateral, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee) of the earlier to occur of the discovery of any such breach by the Servicer, or receipt by the Servicer of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Transferor or any Series Enhancers, the Servicer will purchase such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may be agreed to by the Indenture Trustee) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such purchase will be required to be made if, by the end of such 30-day period (or such longer period as may be agreed to by the Indenture Trustee) the representations and warranties are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. The Servicer will effect such purchase by depositing into the Collection Account in immediately available funds an amount equal to the Purchase Price of such Receivable. Any such deposit of such Purchase Price into the Collection Account will be considered Principal Collections and will be applied in accordance with the terms of this Agreement. Upon purchase of any such Receivable, but only after the deposit by the Servicer of the Purchase Price of such Receivable, the Issuer will automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the Servicer, without recourse, representation or warranty, all the right, title and interest of the Issuer in and to such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Servicer to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Servicer to purchase any such Receivable and to deposit the Purchase Price of such Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the typ...
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Purchase Upon Breach. The representations, warranties and covenants in Sections 3.3(a) and (b) survive the sale and assignment of the Sold Receivables and Related Security to the Issuer. Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of these representations, warranties or covenants, the party discovering such breach will give prompt notice to the other parties. If any breach by the Servicer of a representation, warranty or covenant in Section 3.3(a) or (b) has a material adverse effect on a Sold Receivable, then the Servicer will purchase such Sold Receivable on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach or failure to perform by the Servicer, or receipt by the Servicer of notice of such breach or failure to perform from the Owner Trustee, the Indenture Trustee or the Depositor unless, by the first day of such Collection Period the representations and warranties in Section 3.3(a) are then true and correct in all material respects, or the applicable covenant in Section 3.3(b) has been performed, as the case may be, and any material adverse effect on such Sold Receivable caused by the breach or failure to perform has been cured. Notice of the purchase of a Sold Receivable pursuant to this Section 3.3(c) will be contained in the Monthly Investor Report for the Collection Period in which such purchase occurs.
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Purchase Upon Breach. 16 SECTION 3.04. Custody of Receivable Files......................................... 17 SECTION 3.05. Duties of Servicer as Custodian..................................... 17 SECTION 3.06. Instructions; Authority to Act...................................... 18 SECTION 3.07. Custodian's Indemnification......................................... 18 SECTION 3.08. Effective Period and Termination.................................... 18 ARTICLE IV
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Purchase Upon Breach. The Depositor, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach of the Depositor's representations and warranties made pursuant to Section 3.01 of this Agreement or Section ___ of the Receivable Transfer Agreement or of the Depositor's representations and warranties made pursuant to Section 3.02 above. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Trustee or receipt by the Trustee of notice from the Depositor or the Servicer of such breach, the Depositor shall be obligated to purchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Depositor's option, the last day of the first Collection Period following such discovery or notice). In consideration of such purchase of any Receivable, the Depositor shall remit the Purchase Amount, in the manner specified in Section 5.05 provided, however, that the obligation of the Depositor to purchase any Receivable arising solely as a result of a breach of the Transferor's representations and warranties under Section 3.02 of the Receivables Transfer Agreement is subject to the receipt by the Depositor of the Purchase Amount from the Transferor. Subject to the provisions of Section 7.03, the sole remedy of the Trustee, the Trust or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 and 3.02 and the agreement contained in this Section shall be to require the Depositor to purchase Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the Transferor's obligation to the Depositor to purchase such Receivables pursuant to the Receivables Transfer Agreement.
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Purchase Upon Breach. 18 Section 4.8 Comerica and Administrative Agent Fees . . . . . . . . . 20 Section 4.9 Administrative Agent's Certificate . . . . . . . . . . . 20
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Purchase Upon Breach. The Administrative Agent or Comerica shall inform the other party promptly, in writing, upon the discovery of any
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Purchase Upon Breach 
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Related to Purchase Upon Breach

  • Actions Upon Breach Should any Second Priority Representative or any Second Priority Debt Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any Senior Representative or other Senior Secured Party (in its or their own name or in the name of the Borrower or any other Grantor) or the Borrower may obtain relief against such Second Priority Representative or such Second Priority Debt Party by injunction, specific performance or other appropriate equitable relief. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Facility, hereby (i) agrees that the Senior Secured Parties’ damages from the actions of the Second Priority Representatives or any Second Priority Debt Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Borrower, any other Grantor or the Senior Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any Senior Representative or any other Senior Secured Party.

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