Reassignment upon Breach Sample Clauses

Reassignment upon Breach. Except as otherwise provided below in this subsection, if any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment 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 and the Servicer), the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Rec...
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Reassignment upon Breach. By the delivery of an Assignment for the designation of Additional Accounts pursuant to this Section 2.6, the Depositor will be deemed to make the representations and warranties in Section 2.6(c)(iv). These representations and warranties 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 representation or warranty in Section 2.6(c)(iv), the party discovering such breach will give prompt notice to the other parties. If any breach by the Depositor of a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach 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 by the Depositor, or receipt by the Depositor of notice of any such breach given by the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties of the Depositor in Section 2.6(c)(iv) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such breach has been cured. Notice of the reassignment of a Sold Receivable pursuant to this Section 2.6(d) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.
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Reassignment upon Breach. Each of Seller, Purchaser, the ------------------------ Administrator or the Indenture Trustee, as the case may be, shall inform the others promptly, in writing, upon the discovery of any breach in any material respects of the representations and warranties made by Seller pursuant to Section 4.1(g) or (i) or any breach in any material respects of the covenants of -------------- --- Seller made pursuant to Section 5.4. Following the occurrence of any such ----------- breach, the Student Loan as to which such representation and warranty or covenant relates shall be reassigned to and repurchased by the Seller (or the Grad Partners Trustee on its behalf) (a "Reassignment") at such time. In ------------ consideration of and simultaneously with the reassignment of such Student Loan, Seller shall deposit to the Collection Account immediately available funds equal to the unpaid principal balance of such Student Loan, plus accrued and unpaid ---- interest thereon, plus any Unamortized Premium thereon (the "Reassignment ------------ Amount"). Notwithstanding the foregoing, so long as no Event of Default shall ------ have occurred and be continuing, during the Revolving Period, Seller may, at its option in lieu of depositing such Reassignment Amount to the Collection Account on such date, assign to Eligible Lender Trustee (and upon such assignment, Purchaser and Eligible Lender Trustee shall pledge to the Indenture Trustee on such date for inclusion in the Collateral)
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Reassignment upon Breach. The Issuer or the Indenture Trustee, as the case may be, shall inform the other parties to this Indenture, the Insurer and the Noteholders promptly, in writing, upon the discovery of any breach in any material respects of the representations and warranties made by the Issuer pursuant to Sections 2.01(g) or (l) or any breach in any material respects of the covenants of the Issuer made pursuant to Section 3.07; provided, however, that a material breach of such representations, warranties and covenants shall be deemed to have occurred only if the related Guarantee Agreements are affected. Unless any such breach shall have been cured within 30 days (or in the sole discretion of the Insurer, 60 days) following the discovery thereof by the Issuer or receipt by the Issuer of written notice from the Indenture Trustee of such breach, the Financed Student Loan as to which such representation and warranty or covenant relates shall be released from the Collateral and reassigned to the Eligible Lender Trustee (a "Reassignment"), as of the first Determination Date succeeding the end of such 30-day or 60-day period, respectively. In consideration of and simultaneously with the reassignment of such Financed Student Loan, the Issuer shall deposit to the Collection Account on such Determination Date immediately available funds equal to the Purchase Amount. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing the Issuer may, at its option in lieu of
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Reassignment upon Breach. Each of Seller and the Purchaser, as the case may be, shall inform the others promptly, in writing, upon the discovery of any breach in any material respects of the representations and warranties made by Seller pursuant to Section 4.1. Following the occurrence of any such breach, the Student Loan as to which such representation and warranty relates shall be reassigned to and repurchased by the Seller (or the Seller Trustee on its behalf) (a “Reassignment”) at such time. In consideration of and simultaneously with the Reassignment of such Student Loan, Seller shall pay to the Purchaser, by wire transfer to an account designated by Purchaser, an amount equal to the unpaid principal balance of such Student Loan, plus accrued and unpaid interest thereon, plus any unamortized premium thereon (collectively, the “Reassignment Amount”). The unamortized premium for a Student Loan at the time of the repurchase shall be determined by multiplying the premium by a fraction, the numerator of which is the number of months remaining in the repayment period and the denominator of which is the total number of months in the repayment period. Purchaser and Eligible Lender Trustee shall execute such documents reasonably requested by Seller in order to effect such reassignment and to release their interests therein. The remedy set forth in this subsection shall be the sole remedy of the Purchaser for the Seller’s breach of any representations or warranties set forth in this Agreement.
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Reassignment upon Breach. 22 6.03. Representations and Warranties of Indenture Trustee......................................... 23 6.04. Representations and Warranties of Eligible Lender Trustee................................... 24 ARTICLE VII
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Related to Reassignment upon Breach

  • Repurchase upon Breach (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

  • Purchase by Servicer upon Breach The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

  • Repurchase of Receivables Upon Breach Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder 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 Repurchase Events.

  • Termination Upon Breach Either the Corporation or the Consultant may terminate this Agreement in the event of the breach of any of the material terms or provisions of this Agreement by the other party, which breach is not cured within 10 business days after notice of the same is given to the party alleged to be in breach by the other party.

  • 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.

  • Purchase of Receivables Upon Breach of Covenant Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the 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.

  • Purchase of Receivables Upon Breach Upon 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 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, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

  • Repurchase of Receivables Upon Breach of Warranty Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

  • Termination upon Material Breach Notwithstanding the foregoing, a Party may terminate this Agreement if any other Party materially breaches a material provision of this Agreement and such material breach is not cured (i) within thirty (30) days after being given notice of the breach in the case of a material breach of an obligation to make payment hereunder or (ii) within sixty (60) days after being given notice of the breach in the case of any other material breach.

  • Depositor Assignment of Repurchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Depositor shall assign, without recourse, representation or warranty, to the Seller all of the Depositor’s right, title and interest in and to such Receivables and all security and documents relating thereto.

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