Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. The Seller, the Servicer or the Owner 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 3.01 or 6.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 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.

Repurchase upon Breach. The Seller, the Servicer or the Owner 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 3.01 or 6.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.045.05. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 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.

Repurchase upon Breach. The Seller, the Servicer Servicer, the ---------------------- Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 3.1; provided, that the Indenture Trustee shall have no duty to inquire concerning, or 6.01to investigate, the breach of any of such representations and warranties. Unless any such the breach shall have been cured by the last day of the second Collection Period following the discovery thereof by Collection Period during which the Owner Trustee Seller becomes aware of, or receipt by the Owner Trustee of receives written notice from the Seller or the Servicer of of, such breach, the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, as of the last day of the first Collection Period following month in which such breach was discovered) any Receivable materially and adversely affected by such breach and any Receivable in which the discoveryinterest of the Noteholders is materially and adversely affected by such breach (unless such Receivable is otherwise being purchased pursuant to Section 11.1). In consideration of the repurchase purchase of any such the Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.045.3. Subject to the provisions of Section 6.03, the The sole remedy of the IssuerTrust, the Owner Trustee, the Indenture Trustee, Trustee or the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 and the agreement contained in this Section 3.1 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained hereinSection 3.2.

Repurchase upon Breach. The Seller, the Servicer, the Backup Servicer or the Owner 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 ’s representations and warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller Seller, the Servicer or the Backup Servicer of such breach, the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's ’s option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Noteholders, the Backup Servicer or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 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.

Repurchase upon Breach. The SellerCompany, the Servicer or the Owner 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 SellerCompany's representations and warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall have been cured in all material respects by the last day of the second Collection Period following the discovery thereof (and notice to the Company) by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller Company or the Servicer of such breach, the Seller Company shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the SellerCompany's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller Company shall remit the Purchase Amount, in the manner specified in Section 5.045.05. Subject to the provisions of Section 6.03, the The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of or representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Company to repurchase Receivables pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach. The SellerCompany, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, promptly in writing, upon the discovery of any breach of the SellerCompany's representations and warranties made pursuant to Section 3.01 or 6.012.03. Unless any such breach shall have been is cured in all material respects by the last day of the second Collection Period following the discovery thereof (and notice to the Company) by the Owner Trustee or receipt by the Owner Trustee of written notice thereof from the Seller Company or the Servicer of such breachServicer, the Seller Company shall be obligated to repurchase any Receivable materially and adversely affected by any such breach repurchase, as of such last day (or, at the SellerCompany's option, the last day of the first Collection Period following such discovery or notice), any Receivable conveyed by it to the discovery)Trust if the interest of the Certificateholders in such Receivable is materially and adversely affected by such breach. In consideration of the repurchase of any such Receivable, the Seller Company shall remit the Purchase AmountAmount to the Collection Account, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Trust or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 2.03 and the agreement contained in this Section shall be to require the Seller Company to repurchase Receivables pursuant to this SectionSection 2.04, subject to the conditions contained herein.

Repurchase upon Breach. The Seller, the Servicer or the Owner 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 ’s representations and warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's ’s option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 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.

Repurchase upon Breach. The SellerCompany, the Servicer or the Owner 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 Company’s representations and warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall have been cured in all material respects by the last day of the second Collection Period following the discovery thereof (and notice to the Company) by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller Company or the Servicer of such breach, the Seller Company shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's Company’s option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller Company shall remit the Purchase Amount, in the manner specified in Section 5.045.05. Subject to the provisions of Section 6.03, the The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of or representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Company to repurchase Receivables pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach. The Seller, the Servicer or the Owner TrusteeTrustee (on behalf of the Trust), 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 SellerWorld Omni's representations and warranties made pursuant to Section 3.01 or 6.013.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller World Omni shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the SellerWorld Omni's option, the last day of the first Collection Period following the discovery) and World Omni shall deliver a revised Schedule A to the Seller and the Trust which shall reflect the repurchase of such Receivables). In consideration of the repurchase of any such Receivable, the Seller World Omni shall remit the Purchase Amount, in the manner specified in Section 5.045.05. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller World Omni to repurchase Receivables pursuant to this Section, subject to the conditions contained herein.

Repurchase upon Breach. The Seller, the Servicer Servicer, or the Owner Trustee, as the case may be, shall inform the other parties to this the Agreement and the Indenture Trustee Ford Motor Credit Company promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or 6.0112.1. Unless any such the breach shall have been cured by the last day of the second Collection Period following the discovery thereof by discovery, the Owner Trustee or receipt by shall enforce the Owner Trustee obligation of written notice from the Seller or under the Servicer of such breachPurchase Agreement, and, if necessary, the Seller shall be obligated enforce the obligation of Ford Motor Credit Company under the Purchase Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase purchase of any such the Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.0414.5. Subject to the provisions of Section 6.03, the The sole remedy of the Issuer, the Owner Trustee, the Indenture TrusteeTrust, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 and the agreement contained in this Section 12.1 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject Section 12.2 or to enforce the obligation of Ford Motor Credit Company to the conditions contained hereinSeller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. The Seller, the Servicer or the Owner TrusteeIssuer, 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 3.01 3.1 or 6.01Section 6.1. Unless any such breach shall have been cured by As of the last day of the second Collection Period (or, if the Seller so elects, the first) Accounting Date following the discovery thereof by the Owner Trustee Seller or receipt by the Owner Trustee Seller of written notice from the Seller or the Servicer of such breach, unless such breach is cured by such date, the Seller shall be obligated have an obligation to repurchase any Receivable materially and adversely affected by any relating to a breach if such breach as of such last day (or, at has had a material adverse effect on the Seller's option, the last day interests of the first Collection Period following Issuer or of the discoverySeries C2002-1 Debtholders and the other Related Specified Creditors (determined without regard to the availability of funds from any credit enhancement in the form of the over-collateralization represented by the Class D Notes or in the form of the Reserve Account). In As consideration of for the repurchase of any such the Receivable, the Seller shall remit the Purchase Amount, Amount in the manner specified in Section 5.045.5. Subject It is understood and agreed that, subject to the provisions of Section 6.036.2, the obligation of the Seller to repurchase any Receivable with respect to which a breach of the representations and warranties pursuant to Section 3.1 or Section 6.1 has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Series C2002-1 Debtholders or the Certificateholders other Related Specified Creditors with respect to a breach of representations and warranties pursuant to Section 3.01 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 hereinfor such breach.

Repurchase upon Breach. The Seller, the Servicer or the Owner 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 World Omni's or the Seller's representations and warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller World Omni shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the SellerWorld Omni's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller World Omni shall remit the Purchase Amount, in the manner specified in Section 5.045.05. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 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.

Repurchase upon Breach. The SellerCompany, the Servicer or ---------------------- the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, promptly in writing, upon the discovery of any breach of the SellerCompany's representations and warranties made pursuant to Section 3.01 or 6.012.03. Unless any such breach shall have been is cured in all material respects by the last day of the second Collection Period following the discovery thereof (and notice to the Company) by the Owner Trustee or receipt by the Owner Trustee of written notice thereof from the Seller Company or the Servicer of such breachServicer, the Seller Company shall be obligated to repurchase any Receivable materially and adversely affected by any such breach repurchase, as of such last day (or, at the SellerCompany's option, the last day of the first Collection Period following such discovery or notice), any Receivable conveyed by it to the discovery)Trust if the interest of the Certificateholders in such Receivable is materially and adversely affected by such breach. In consideration of the repurchase of any such Receivable, the Seller Company shall remit the Purchase AmountAmount to the Collection Account, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Trust or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 2.03 and the agreement contained in this Section shall be to require the Seller Company to repurchase Receivables pursuant to this SectionSection 2.04, subject to the conditions contained herein.

Repurchase upon Breach. The Seller, the Servicer or the Owner 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 3.01 or 6.012.2. Unless any such breach shall have been cured by the last day of the second Collection Period within 60 days following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Receivable in which the interests of the Certificateholders are materially and adversely affected by any such breach as of the first day succeeding the end of such 60 day period that is the last day of a Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery). In consideration of and simultaneously with the repurchase of any such the Receivable, the Seller shall remit to the Collection Account the Purchase Amount, Amount in the manner specified in Section 5.044.3 and the Trustee shall execute such assignments and other documents reasonably requested by the Seller in order to effect such repurchase. Subject to the provisions of Section 6.03, the The sole remedy of the IssuerTrust, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 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.

Repurchase upon Breach. The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this the 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 3.01 12.01 or 6.0116.01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Standard Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following the discoverysuch discovery or notice). In consideration of the repurchase of any such Standard Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.0414.05. Subject to the provisions of Section 6.0316.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Trust or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 12.01 or 16.01 and the agreement contained in this Section shall be to require the Seller to repurchase Standard Receivables pursuant to this SectionSection 12.04, subject to the conditions contained herein.

Repurchase upon Breach. The SellerDepositor, the Servicer, the Backup Servicer or and the Owner TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement Agreement, NAL and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the SellerDepositor's representations and warranties made pursuant to Section 3.01 or 6.01of NAL's representations and warranties made pursuant to Section 3.02(c) of the Receivables Purchase Agreement. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by NAL or the Owner Trustee or receipt by the Owner Trustee NAL of written notice thereof from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders Depositor, the Servicer or the Certificateholders Backup Servicer, the Depositor, the Issuer or the Owner Trustee shall enforce the obligation of NAL under the Receivables Purchase Agreement, to purchase as of such last day any Receivable with respect to which such a breach had occurred if such breach has a material and adverse effect on the interests of representations the Depositor or the Trust in and warranties pursuant to such Receivable. In consideration for the purchased Receivable, NAL shall remit the Purchase Amount in the manner specified in Section 3.01 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.6.02 of the

Repurchase upon Breach. The Seller, the Servicer or and the Owner Trustee, as the case may be, Sub-Servicer shall inform the other parties to this Agreement and the Indenture Trustee Note Insurer promptly, in writing, upon the discovery of any breach of First Merchants' representations and warranties made pursuant to Section 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or of the Seller's representations and warranties made pursuant to Section 3.01 or 6.013.02 above. Unless any such breach shall have been cured by the last day of the second first Collection Period following the discovery or notice thereof by or to the Owner Trustee or receipt by Seller, the Owner Trustee of written notice from the Seller Servicer or the Servicer of such breachSub-Servicer, the Seller shall be obligated and, if necessary, the Seller or the Issuer shall enforce the obligation of First Merchants under the Receivables Purchase Agreement, to repurchase as of such last day any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following the discovery)breach. In consideration of the repurchase of any such Receivable, the Seller shall remit the Purchase AmountAmount to the Collection Account, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01 5.04 (and the agreement contained in this Section Seller shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein.promptly

Repurchase upon Breach. The SellerCompany, the Servicer or the ---------------------- Owner 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 SellerCompany's representations and warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall have been cured in all material respects by the last day of the second Collection Period following the discovery thereof (and notice to the Company) by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller Company or the Servicer of such breach, the Seller Company shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the SellerCompany's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller Company shall remit the Purchase Amount, in the manner specified in Section 5.045.05. Subject to the provisions of Section 6.03, the The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of or representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller Company to repurchase Receivables pursuant to this Section, subject to the conditions contained herein.