Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. Upon discovery by or notice to any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day after the date the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the

Repurchase upon Breach. Upon The Seller, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by or notice to of any party hereto of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties heretoSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written notice by the ServicerServicer of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which such discovery occurred (or, at the Seller’s election, the last day of the first Collection Period following such Collection Period), the Seller shall be obligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer of such breach; provided, further, that shall enforce the failure to give such notice shall not affect any obligation of the Seller hereunder. If under this Agreement to repurchase any Receivable the breach Securityholders’ interest in which was materially and adversely affects affected by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day after the date the Seller became aware or was notified as of such breachlast day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment the Warranty Purchase Payment in the manner specified in Section 5.05. The sole remedy of the Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Issuer equal Indenture), or any Securityholder with respect to thea breach of the Seller’s representations and warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.02.

Repurchase upon Breach. Upon Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery by or notice to any party hereto of a breach of any breach or failure to be true of the representations and or warranties set forth made by Servicer in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders2.2, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Seller hereunderServicer. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end last day of the Collection Period which includes the 60th day (or if Servicer elects, the 30th day) after the date the Seller became on which Servicer becomes aware of, or was notified of receives written notice from Trustee or Servicer of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Servicer shall purchase each such affected Receivable from Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 2.2 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure does do not affect the ability of the Issuer Trust to receive and retain timely payment in full on such Receivable. Any In consideration of the repurchase of a Receivable hereunder, Servicer shall remit the Purchase Amount of such purchase Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by the Seller Servicer pursuant to Section 2.2 shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause require Servicer to be made) a payment purchase Receivables pursuant to the Issuer equal to thethis Section.

Repurchase upon Breach. Upon Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery by or notice to any party hereto of a breach of any breach or failure to be true of the representations and or warranties set forth made by Servicer in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders2.2, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Seller hereunderThe Servicer. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end last day of the Collection Period which includes the 60th day (or if Servicer elects, the 30th day) after the date on which Servicer becomes aware of, or receives written notice from Trustee or the Seller became aware Servicer of, such breach or was notified of such breach. Any failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Servicer shall purchase each such affected Receivable from Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 2.2 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure does do not affect the ability of the Issuer Trust to receive and retain timely payment in full on such Receivable. Any In consideration of the repurchase of a Receivable hereunder, Servicer shall remit the Purchase Amount of such purchase Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by the Seller Servicer pursuant to Section 2.2 shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause require Servicer to be made) a payment purchase Receivables pursuant to the Issuer equal to thethis Section.

Repurchase upon Breach. Upon Seller or Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery by or notice to any party hereto of a breach of any breach or failure to be true of the representations and or warranties set forth made by Seller in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto3.2; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Seller hereunderSeller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date the on which Seller became becomes aware of, or was notified of receives written notice from Purchaser of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable. Seller shall repurchase each such Receivable from Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.2 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure does do not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such In consideration of the purchase by the of a Receivable hereunder, Seller shall be at (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the Collection Account. The sole remedy of Purchaser with respect to a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (breach or shall cause failure to be made) a payment true of the warranties made by Seller pursuant to the Issuer equal Section 3.2 shall be to therequire Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Upon Seller or Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery by or notice to any party hereto of a breach of any breach or failure to be true of the representations and or warranties set forth made by Seller in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto3.2; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Seller hereunderSeller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, if Seller elects, the 30th day) after the date the on which Seller became becomes aware of, or was notified of receives written notice from Purchaser of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such Receivable from Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.2 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure does do not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such In consideration of the purchase by the of a Receivable hereunder, Seller shall be at (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the Collection Account. The sole remedy of Purchaser with respect to a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (breach or shall cause failure to be made) a payment true of the representations and warranties made by Seller pursuant to the Issuer equal Section 3.2 shall be to therequire Seller to repurchase Receivables pursuant to this Section 3.3.

Repurchase upon Breach. Upon discovery by or notice to any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the a Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to theto

Repurchase upon Breach. Upon The Seller, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by or notice to of any party hereto of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties heretoSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written notice by the ServicerServicer of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which such discovery occurred (or, at the Seller’s election, the last day of the first Collection Period following such Collection Period), the Seller shall be obligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer of such breach; provided, further, that shall enforce the failure to give such notice shall not affect any obligation of the Seller hereunder. If under this Agreement to repurchase any Receivable the breach Securityholders’ interest in which was materially and adversely affects affected by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day after the date the Seller became aware or was notified as of such breachlast day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment the Warranty Purchase Payment in the manner specified in Section 5.05. The sole remedy of the Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Issuer equal Indenture), or any Securityholder with respect to thea breach of the Seller’s representations and warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Upon discovery by or notice to any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day after the date the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to theby

Repurchase upon Breach. Upon The Seller, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by or notice to of any party hereto of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties heretoSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written notice by the ServicerServicer of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which such discovery occurred (or, at the Seller’s election, the last day of the first Collection Period following such Collection Period), the Seller shall be obligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer of such breach; provided, further, that shall enforce the failure to give such notice shall not affect any obligation of the Seller hereunder. If under this Agreement to repurchase any Receivable the breach Securityholders’ interest in which was materially and adversely affects affected by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day after the date the Seller became aware or was notified as of such breachlast day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment the Warranty Purchase Payment in the manner specified in Section 5.05. The sole remedy of the Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Issuer equal Indenture), or any Securityholder with respect to thea breach of the Seller’s representations and warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.02. 30 (Nissan 2014-B Sale and Servicing Agreement)

Repurchase upon Breach. Upon discovery by or notice to any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer (if the Bank is the Servicer, the Seller and the Issuer ) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) does not correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date that the Seller became aware or was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period (or, if the Seller elects, an earlier date). Any such breach or failure will be deemed to not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to theto

Repurchase upon Breach. Upon Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery by or notice to any party hereto of a breach of any breach or failure to be true of the representations and or warranties set forth made by Seller in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders2.2, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Seller hereunderSeller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date the on which Seller became becomes aware of, or was notified of receives written notice from Trustee or Servicer of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Seller shall purchase each such affected Receivable from Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 2.2 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure does do not affect the ability of the Issuer Trust to receive and retain timely payment in full on such Receivable. Any such purchase by In consideration of the repurchase of a Receivable hereunder, Seller shall be at remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (breach or shall cause failure to be made) a payment true of the representations or warranties made by Seller pursuant to the Issuer equal Section 2.2 shall be to therequire Seller to purchase Receivables pursuant to this Section 2.4.

Repurchase upon Breach. Upon discovery by or notice to any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) does not correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date that the Seller became aware or was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period (or, if the Seller elects, an earlier date). Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to thethe Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Seller. Upon payment of such Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each