Common use of Purchase Upon Breach Clause in Contracts

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 Transferred Receivable and such breach has a material adverse effect on a Transferred 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 Transferred 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 Transferred 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 Transferred Receivable but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies 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 Transferred Receivables pursuant to this Section. The obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).

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 Transferred Receivable and such breach has a material adverse effect on a Transferred 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 Transferred Receivable on the Determination Date immediately succeeding the expiration of such 30 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 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 Transferred 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 Transferred Receivable Receivable, but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies 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 Transferred Receivables pursuant to this Section. The obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).

Purchase Upon Breach. If any representation or warranty or covenant set forth in clauses (ix) through (xiixiii) of Section 3.03(a) is not true and correct in any material respect as of the date specified therein made with respect to any Transferred Receivable and such breach has a material adverse effect on a Transferred 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 Transferred Receivable on (or, at the Determination Date immediately succeeding Servicer’s option, redesignate the expiration Account related to such Receivable and purchase all Receivables under such Account) at the end of such 30 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 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 Transferred 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 Transferred Receivable (or, at the Servicer’s option, redesignation of the Account related to such Receivable and purchase of all Receivables under such Account), but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies 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 Transferred Receivables (or, at the Servicer’s option, the redesignation of the Accounts related to such Receivables and the conveyance of all Receivables under such Accounts) pursuant to this Section. The obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).” (h) The lead in paragraph of Section 5.04(a) of the Transfer and Servicing Agreement shall be modified in its entirety to read as follows: “The Servicer will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Indenture Trustee and any trustees predecessor thereto and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained thereby by reason of (1) any acts or omissions of the Servicer in connection with this Agreement or (2) the acceptance or performance of the trusts and duties contained herein in the case of the Owner Trustee and the Indenture Trustee; provided, however, that that the Servicer will not indemnify the Issuer, the Owner Trustee or the Indenture Trustee for:” (i) Clause (a) of the definition of “Authorized Officer” in the Annex of Definitions shall be modified in its entirety to read as follows: “with respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Owner Trustee to the Indenture Trustee on the Series Issuance (as such list may be modified or supplemented from time to time thereafter) and any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers (containing the specimen signatures of such officers) delivered by the Administrator to the Indenture Trustee on the Series Issuance (as such list may be modified or supplemented from time to time thereafter);” (j) Clause (7) of the definition of “Eligible Account” in the Annex of Definitions shall be modified in its entirety to read as follows: “is in favor of a Dealer that is not classified by the Servicer as in “Status” (or other comparable classification) for any reason as of the date on which eligibility is initially determined or at the end of the prior month under the Floorplan Financing Agreement or under any other lender floorplan program; and” (k) The definition of “Eligible Institution” in the Annex of Definitions shall be modified in its entirety to read as follows:

Purchase Upon Breach. If any representation or warranty or covenant set forth in clauses (ix) through (xiixiii) of Section 3.03(a) is not true and correct in any material respect as of the date specified therein made with respect to any Transferred Receivable and such breach has a material adverse effect on a Transferred 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 Transferred Receivable on at the Determination Date immediately succeeding the expiration end of such 30 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 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 Transferred 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 Transferred Receivable Receivable, but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies 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 Transferred Receivables pursuant to this Section. The obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).

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 Transferred Receivable and such breach has a material adverse effect on a Transferred 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 Transferred 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; and provided, further, that, notwithstanding the foregoing, no Successor Servicer will be obligated to purchase Receivables pursuant to this Section 3.03(c). 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 Transferred 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 Transferred Receivable but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies 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 Transferred Receivables pursuant to this Section. The If Ford Credit is the Servicer, the obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).

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 Transferred Receivable and such breach has a material adverse effect on a Transferred 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 Transferred Receivable on the Determination Date immediately succeeding the expiration of such 30 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 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 Transferred Receivable. Any such deposit of such Purchase Price into the Collection Account will be considered Principal Collections a Transferor Deposit Amount and will be applied in accordance with the terms of this Agreement. Upon purchase of any such Transferred Receivable Receivable, but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies 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 Transferred Receivables pursuant to this Section. The obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).

Purchase Upon Breach. If any representation or warranty or covenant set forth in clauses (ix) through (xii) of Section 3.03(a) is not true and correct in any material respect (or, in the case of (ix), in any respect) as of the date specified therein made with respect to any Transferred Receivable and such breach has a material adverse effect on a Transferred Receivable included in the Noteholders’ Collateral, then, within 30 60 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 TrusteeIssuer, the Indenture Trustee, Trustee or the Transferor or any Series EnhancersTransferor, the Servicer will purchase such Transferred Receivable on at the Determination Date immediately succeeding the expiration end of such 30 60-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 60-day period (or such longer period as may be agreed to by the Indenture Trustee) the representations and warranties that were the subject of such breach 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 Transferred 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 Transferred Receivable Receivable, but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee Issuer 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 Transferred Receivables pursuant to this Section. The obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Issuer and the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).

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 Transferred Receivable and such breach has a material adverse effect on a Transferred 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 Transferred Receivable on or before the Determination Date immediately succeeding the expiration of such 30 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 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 Transferred 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 Transferred Receivable Receivable, but only after the deposit by the Servicer of the Purchase Price of such Transferred 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 Transferred Receivable, all Related Security and all monies 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 Transferred Receivables pursuant to this Section. The obligation of the Servicer to purchase any such Transferred Receivable and to deposit the Purchase Price of such Transferred Receivable into the Collection Account, constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 3.03(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Noteholders).