Common use of PURCHASE UPON BREACH; CONTRIBUTION AND SERVICING AGREEMENT Clause in Contracts

PURCHASE UPON BREACH; CONTRIBUTION AND SERVICING AGREEMENT. The Issuer shall inform the Trustee promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth in Section 2 of the Contribution and Servicing Agreement. With respect to any breach of the Contributor's representations and warranties set forth in Section 2 of the Contribution and Servicing Agreement which materially and adversely affects the interest of the Noteholders in such Contract or Contracts, the Issuer shall cause the Contributor to either (a) replace such Contract and the related Equipment with a Substitute Contract in accordance with the provisions of Section 5.03 of the Contribution and Servicing Agreement (and for the Transferor to receive from the Contributor and transfer to the Issuer such Substitute Contract) or (b) purchase from the Transferor (which Transferor shall purchase from the Issuer and resell to the Contributor) the Contract and the security interest in the related Equipment that are affected by such breach, unless, in each such instance such breach has been cured, or waived in all respects by Noteholders evidencing more than 50% of the Voting Rights, within 90 days following the Issuer's discovery or receipt of notice of such breach. In the event of a repurchase of a Contract, the Issuer and the Transferor (as sole beneficial owner of the Issuer) shall cause the Contributor to remit to the Trustee (upon written notice to the Trustee thereof) the Repurchase Amount of such Contract (or, if such Contract is then a Defaulted Contract, an amount equal to the Repurchase Amount as of the date such Contract first became a Defaulted Contract, together with interest thereon at the Discount Rate from the date such Contract first became a Defaulted Contract to the end of the month in which the repurchase is to be made). The Trustee shall, to the extent received, deposit such Repurchase Amounts and any cash received in connection with a substitution in the Collection Account on or prior to 11:00 a.m. New York City time on the second Business Day after receipt thereof. The sole remedy of the Trustee or the Noteholders against the Contributor with respect to a breach of a representation or a warranty set forth in Section 2 of the Contribution and Servicing Agreement, and against the Issuer or the Transferor with respect to a breach under this agreement or the Pooling and Trust Agreement by reason of such breach by the Contributor, shall be to require the Contributor to purchase or substitute Contracts pursuant to the Contribution and Servicing Agreement, PROVIDED that the limitation contained in this sentence shall not otherwise limit the rights of any such Person under Section 5.02 of the Contribution and Servicing Agreement. In the event that the Contributor fails to purchase or substitute for any Contract that it is required to substitute or repurchase pursuant to the Contribution and Servicing Agreement, the Trustee, upon the written direction of the Noteholders, shall enforce the Issuer's and the Transferor's rights against the Contributor under and in accordance with the terms of the Contribution and Servicing Agreement and the Pooling and Trust Agreement, as assigned to the Trustee, to require the purchase or replacement of the Contract.

PURCHASE UPON BREACH; CONTRIBUTION AND SERVICING AGREEMENT. The Issuer shall inform the Trustee promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth in Section 2 of the Contribution and Servicing Agreement. With respect to any breach of the Contributor's representations and warranties set forth in Section 2 of the Contribution and Servicing Agreement Agreement, which materially and adversely affects the interest of the Noteholders in such Contract or Contracts, the Issuer shall cause the Contributor to either (a) replace such Contract and the related Equipment with a Substitute Contract (and an appropriate interest in the related Equipment) in accordance with the provisions of Section 5.03 of the Contribution and Servicing Agreement (and for the Transferor to receive from the Contributor and transfer to the Issuer such Substitute ContractContract (and the appropriate interest in the related Equipment)) or (b) purchase from the Transferor (which Transferor shall purchase from the Issuer and resell to the Contributor) the Contract and the security interest of the Issuer in the related Equipment that are affected by such breach, unless, in each such instance such breach has been cured, or waived in all respects by Noteholders evidencing more than 50% of the Voting Rights, within 90 days following the Issuer's discovery or receipt of notice of such breach. In the event of a repurchase of a ContractContract (and the interest in the related Equipment), the Issuer and the Transferor Managing Member (as sole beneficial owner of the Issuer) shall cause the Contributor to remit to the Trustee (upon written notice to the Trustee thereof) the Repurchase Amount of such Contract (or, if such Contract is then a Defaulted Contract, an amount equal to the Repurchase Amount as of the date such Contract first became a Defaulted Contract, together with interest thereon at the Discount Rate from the date such Contract first became a Defaulted Contract to the end of the month in which the repurchase is to be made). The Trustee shall, to the extent received, deposit such Repurchase Amounts and any cash received in connection with a substitution in the Collection Account on or prior to 11:00 a.m. New York City time on the second Business Day after receipt thereof. The sole remedy of the Trustee or the Noteholders against the Contributor with respect to a breach of a representation or a warranty set forth in Section 2 of the Contribution and Servicing Agreement, and against the Issuer or the Transferor with respect to a breach under this agreement Agreement or the Pooling and Trust Subsequent Contract Transfer Agreement by reason of such breach by the Contributor, shall be to require the Contributor to purchase or substitute Contracts (and the related Equipment) pursuant to the Contribution and Servicing Agreement, PROVIDED that the limitation contained in this sentence shall not otherwise limit the rights of any such Person under Section 5.02 of the Contribution and Servicing Agreement. In the event that the Contributor fails to purchase or substitute for any Contract (and the related Equipment) that it is required to substitute or repurchase pursuant to the Contribution and Servicing Agreement, the Trustee, upon the written direction of the Noteholders, shall enforce the Issuer's and the Transferor's rights against the Contributor under and in accordance with the terms of the Contribution and Servicing Agreement Agreement, and the Pooling and Trust AgreementSCTA, as assigned to the Trustee, to require the purchase or replacement of the ContractContract (and the related Equipment).

PURCHASE UPON BREACH; CONTRIBUTION AND SERVICING AGREEMENT. The Issuer Company, the Servicer or the Lender (or the Collateral Agent on the Lender's behalf), as the case may be, shall inform the Trustee other parties to this Agreement promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth in Section 2 of the Contribution and Servicing Agreement. With respect to any breach of the ContributorSeller's representations and warranties set forth in Section 2 of the Contribution and Servicing Agreement which materially and adversely affects the interest of the Noteholders Lender in such Contract respect of any Loan, Loan Documents or Contracts, the Issuer Receivables. The Company shall cause the Contributor Seller to either (a) replace such Contract Loan and the related Equipment Loan Documents and Receivables with a Substitute Contract Loan in accordance with the provisions of Section 5.03 7 of the Contribution and Servicing Agreement (and for the Transferor to receive from the Contributor and transfer to the Issuer such Substitute Contract) or (b) purchase from the Transferor (which Transferor shall purchase from Company the Issuer and resell to the Contributor) the Contract Loan and the security interest in the related Equipment Loan Documents and Receivables that are affected by such breach, breach unless, in each such instance such breach has been cured, or waived in all respects by Noteholders evidencing more than 50% of the Voting RightsLender, within 90 30 days following the IssuerCompany's discovery or receipt of notice of such breach. In the event of a repurchase of a ContractLoan, the Issuer and the Transferor (as sole beneficial owner of the Issuer) Company shall cause the Contributor Seller to remit to the Trustee (upon written notice to the Trustee thereof) Collateral Agent the Repurchase Amount of such Contract (or, if such Contract is then a Defaulted Contract, an amount equal to the Repurchase Amount as of the date such Contract first became a Defaulted Contract, together with interest thereon at the Discount Rate from the date such Contract first became a Defaulted Contract to the end of the month in which the repurchase is to be made). The Trustee shall, to the extent received, deposit such Repurchase Amounts and any cash received in connection with a substitution in the Collection Account Loan on or prior to 11:00 a.m. 2:00 p.m. New York City time on the second Business Day after receipt thereofprior to the Payment Date immediately following the date on which the Seller has become obligated to repurchase such Loan. The Collateral Agent shall, to the extent received, deposit immediately that portion of the Repurchase Amount representing the unpaid principal balance of the replaced Loans in the Principal Account, and that portion of the Repurchase Amount representing unpaid interest and other income payable on the replaced Loans in the Finance Charge Account, in accordance with the written instructions of the Servicer. The sole remedy of the Trustee Collateral Agent or the Noteholders Lender against the Contributor Seller with respect to such a breach of a representation or a warranty set forth in Section 2 (absent fraud on the part of the Contribution and Servicing Agreement, and against the Issuer Seller or the Transferor applicable Borrower with respect to a breach under this agreement or the Pooling and Trust Agreement by reason of such breach by the Contributor, breach) shall be to require the Contributor Seller to purchase or substitute Contracts Loans pursuant to the Contribution and Servicing AgreementAgreement and/or to enforce, PROVIDED that the limitation contained in this sentence shall not otherwise limit the rights of any such Person under Section 5.02 as assignee of the Contribution and Servicing AgreementSeller, the applicable Borrower's obligations under the related Revolving Credit Agreement with respect to such breach. In the event that the Contributor Seller fails to purchase or substitute for any Contract that Loan it is required to substitute replace or repurchase pursuant to the Contribution and Servicing Agreement, the TrusteeCollateral Agent, upon the written direction of the NoteholdersLender, shall enforce the Issuer's and the TransferorCompany's rights against the Contributor Seller under and in accordance with the terms of the Contribution and Servicing Agreement and the Pooling and Trust AgreementAgreements, as assigned to the TrusteeCollateral Agent, to require the purchase or replacement of the ContractLoan and the related Loan Documents and Receivables.