Repurchase or Substitution of Receivables. (a) Repurchase or Substitution of Receivables Upon Breach of Warranty.
(i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 4.01 or Section 4.02 of the Pooling and Servicing Agreement or in Section 2.04(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 4.01 or Section 4.02 of the Pooling and Servicing Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee.
(ii) 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 2.04(a) or Section 3.01, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 5.04(a) of the Pooling and Servicing Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 5.04(a) of the Pooling and Servicing Agreement, repurchase the related Warranty Receivable, or (z) in the event of a breach of a representation and warranty under Sections 4.01 or 4.02 of the Pooling and Servicing Agreement, the Depositor and t...
Repurchase or Substitution of Receivables. (a) The Issuing Entity agrees to enforce its rights under Sale and Servicing Agreement for the benefit of the Grantor Trust to cause World Omni or the Servicer, as applicable, to repurchase [or substitute] Receivables materially and adversely affected by a breach of the representations and warranties set forth in Section 3.01(a) of the Sale and Servicing Agreement, all in the manner set forth in Section 3.02(b) of such agreement (each, a “Repurchase Event”). This repurchase [or substitution] obligation of World Omni shall constitute the sole remedy of WOAR, the Issuing Entity, the Grantor Trust, the Grantor Trust Trustee, the Indenture Trustee, the Noteholders, the Owner Trustee, the Certificateholders or any other Person against the Issuing Entity, the Depositor, the Servicer or World Omni with respect to any Repurchase Event.
(b) The Issuing Entity agrees to cooperate with the Grantor Trust to cause World Omni to cooperate with the Requesting Party in any dispute resolution proceeding pursuant to, and be bound by the dispute resolution terms in, Section 3.02(c) of the Sale and Servicing Agreement as if they were part of this Agreement.
Repurchase or Substitution of Receivables. To the extent (i) that any representation or warranty of the Seller with respect to any Receivable constituting a Purchased Asset under Section 4.02 or set forth in any certificate delivered by or on behalf of the Seller in connection with any Purchase or in connection with any opinions of counsel delivered on the Closing Date in any case with respect to any Receivable constituting a Purchased Asset was incorrect in any material respect when made or remade or deemed made or remade (except for such representations and warranties which are qualified by their terms by references to “materiality” or “Material Adverse Effect,” which such representations and warranties as so qualified were incorrect in any respect when made or remade) or (ii) any bona fide claim against a Receivable (or the Scheduled Payments reflected therein) is made by [*] (in either case, a “Breach”), the Seller shall promptly notify the Purchaser of such Breach. Within [*] Business Days of receipt of notification of such Breach, the Purchaser must notify the Seller if it elects to waive the requirements of this Section 5.01(l) with respect to such Breach and any related Purchase Commitment Termination Event. Unless the Purchaser provides a waiver to the Seller in accordance with the preceding sentence, within [*] Business Days of discovery of a Breach (but in no case earlier than [*] Business Days after such discovery), without further action by the Purchaser, the Seller shall either (X) convey to the Purchaser in exchange for the affected Receivable, one or more different Eligible Receivables (1) to be described on an Purchase Request delivered to the Purchaser in accordance with Section 2.02(a), (2) having a Discounted Receivables Balance approximately equal to, but not less than, the Discounted Receivables Balance of the Receivable being so replaced (as calculated by treating any past-due Scheduled Payments then due as if such Scheduled Payments were due on the date of such calculation) and (3) having a scheduled date for receipt of its last Scheduled Payment that is no later than the scheduled date for receipt of the last Scheduled Payment of the Receivable being so replaced or (Y) repurchase in cash delivered to the Purchaser as aforesaid, in an amount equal to the sum of the Discounted Receivables Balance plus any past-due Scheduled Payments then due on such Receivable, as if such Scheduled Payments were due on the date of such repurchase or (Z) in the case of a claim by a [*] under c...
Repurchase or Substitution of Receivables
