Common use of Purchase or Substitution Required upon Breach of Certain Representations and Warranties Clause in Contracts

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Issuer or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Contract, Receivable, the Related Security, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof, the party discovering such breach shall give prompt written notice to the other parties. Trendwest shall, within 30 days from the date it was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security and is not cured, either (a) purchase the Issuer's interest in such Loan Document and the related Receivable and Related Security from the Issuer at the Purchase Price or (b) provide a Substitute Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the Contracts as a whole and is not cured by Trendwest, either (a) purchase the Issuer's interest in such non-conforming Contract or Contracts and the related Receivables from the Issuer or (b) provide Substitute Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) are correct, as evidenced by a certificate of an officer of Trendwest to the Trustee. The Purchase Price for a purchased Contract shall be paid, and any Substitute Contract shall be delivered, by Trendwest to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest to cure or purchase or replace any Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in such Contract or the inclusion of the Issuer's interest in such Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by either Seller, Trendwest or the Issuer or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof -13- 17 which materially and adversely affects the value of a Contract, Receivable, the Related Securityrelated Credits, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof, the party discovering such breach shall give prompt written notice to the other parties. Trendwest TFI, with respect to TFI Contracts or Trendwest, with respect to all Contracts shall, within 30 days from the date it such Person was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security Contract and is not cured, either (a) purchase the Issuer's interest in such Loan Document and the related Receivable and Related Security from the Issuer at the Purchase Price or (b) provide a Substitute Contract Receivable or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Contracts as a whole and is not cured by TFI or Trendwest, as applicable, either (a) purchase the Issuer's interest in such non-conforming Contract or Contracts and the related Receivables from the Issuer or (b) provide Substitute Contracts Receivables as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest TFI or Trendwest. as applicable, to the Trustee. The Purchase Price for a purchased Contract Receivable shall be paid, and any Substitute Contract shall be delivered, by such Seller or Trendwest to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of TFI or Trendwest to cure or purchase or replace any Receivable related to a Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any its obligations under the related Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in such Contract Receivable or the inclusion of the Issuer's interest in such Contract Receivable in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by If (i) the Issuer Company, the Issuer, the Indenture Trustee or any of the Sellers of MBIA discovers the breach of any representations or warranties set forth in Section Sections 3.01 or and 3.02 hereof which materially and adversely affects the value of a Lease Contract, Receivable, the Related Securityrelated Equipment, or the interests of the Holders of the NotesNotes or MBIA, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v3.01(a)(ii), 3.01(a)(vi3.01(a)(v), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxiior 3.01(a)(xxi) or 3.01(a)(xxiii(ii) hereofthe Indenture Trustee shall fail to receive evidence acceptable to MBIA that each application for re-titling certificates of title has been filed within the time required pursuant to Section 4.03 (a) of the Standard Indenture Terms, then the party discovering such breach or condition shall give prompt written notice to the other parties. Trendwest party and in the case of clause (1) above, the Company shall, within 30 days from the date it the Company was notified of, or otherwise discovers, such breach, cure such breach. In the case of clause (ii) above, orthe Company shall deliver all original certificates of title still in its possession to the Back-up Servicer, who shall file applications for re-titling the related certificates of title at the expense of the Company. If in the case of clause (1i) if the Company fails to cure such breach relates in the applicable time period or the Company or the Back-up Servicer is unable to a particular Contractcure such circumstance or condition, Receivable or Related Security and is not curedin the case of clause (ii), the Indenture Trustee shall fail to receive evidence acceptable to MBIA within the time period required pursuant to Section 4.04(b) of the Standard Indenture Terms, the Company shall either (a) purchase the Issuer's interest in such Loan Document Lease Contract and the related Receivable and Related Security Equipment from the Issuer at the Purchase Price or (b) provide a Substitute Lease Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Lease Contracts as a whole and is not cured (as the liquidated damages remedy therefor) by Trendwestthe Company, either (a) purchase the Issuer's interest in such non-conforming Contract or Lease Contracts and the related Receivables Equipment from the Issuer or (b) provide Substitute Lease Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest the Company to the Indenture Trustee. The Purchase Price for a purchased Lease Contract and the related Equipment shall be paid, and any Substitute Lease Contract shall be delivered, by Trendwest the Company to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest the Company to cure or purchase or replace any Lease Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Indenture Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in ownership of such Lease Contract or the inclusion of the Issuer's interest in such Lease Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by If (i) the Issuer Company, the Transferor, the Trustee, the Servicer, the Back-up Servicer or any of the Sellers of MBIA discovers the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Lease Contract, Receivable, the Related Securityrelated Equipment, or the interests of the Holders of the NotesCertificates or MBIA, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v3.01(a)(ii), 3.01(a)(vi3.01(a)(v), 3.01(a)(vii), 3.01(a)(xiii3.01(a)(xix) or 3.01(c)(iii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxiior (ii) the Company or 3.01(a)(xxiii) the Transferor discovers the occurrence of any missing or defective document as specified in Section 2.06 hereof, or (iii) the Trustee shall fail to receive evidence acceptable to MBIA that each assignment of a financing statement required under Section 3.01(a)(viii) hereof or vehicle lien application required under Section 3.01(a)(viii) has been filed within the time period set forth therein, then the party discovering such breach or condition shall give prompt written notice to the other parties. Trendwest parties and the Company shall, within 30 days from the date it the Company was notified of, or otherwise discovers, such breachbreach or condition, cure such breachbreach or condition. If the Company fails to cure such breach in the applicable time period, or, (1) if the breach relates to a particular Contract, Receivable or Related Security and is not cured, Company shall either (a1)(a) purchase the Issuer's interest in such Loan Document Lease Contract and the related Receivable and Related Security Equipment from the Issuer Transferor at the Purchase Removal Price or (b) provide a Substitute Lease Contract and Equipment or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Lease Contracts as a whole and is not cured (as the liquidated damages remedy therefor) by Trendwestthe Company, either (a) purchase the Issuer's interest in such non-conforming Contract or Lease Contracts and the related Receivables Equipment from the Issuer Transferor or (b) provide Substitute Lease Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest the Company to the TrusteeTrustee and MBIA. The Purchase Removal Price for a purchased Lease Contract and the related Equipment shall be paid, and any Substitute Lease Contract shall be delivered, by Trendwest the Company to the Issuer Transferor in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest the Company to cure or purchase or replace any Lease Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the IssuerTransferor, the Holders of Notes Certificates or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the IndentureTrust and Security Agreement) for any losses, claims, damages and liabilities arising from the IssuerTransferor's interest in ownership of such Lease Contract or the inclusion of the Issuer's interest in such Lease Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Issuer or Company, any of the Sellers Contributors or the Issuer of the breach of any representations or warranties set forth in Section Sections 3.01 or and 3.02 hereof which materially and adversely affects the value of a Lease Contract, Receivable, the Related Securityrelated Equipment, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(ii), 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof3.01(a)(xx), the party discovering such breach shall give prompt written notice to the other parties, the Bond Insurer and to the Indenture Trustee. Trendwest Each of the Company and the Contributors shall, within 30 days from the date it such entity was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security Lease Contract and is not curedcured (as the liquidated damages remedy therefor), either (a) purchase the Issuer's interest in such Loan Document Lease Contract and the related Receivable and Related Security Equipment from the Issuer at the Purchase Price or (b) provide a Substitute Lease Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Lease Contracts as a whole and is not cured by Trendwestthe Company or the Contributor, either (a) purchase the Issuer's interest in such non-conforming Contract or Lease Contracts and the related Receivables Equipment from the Issuer or (b) provide Substitute Lease Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest the Company or the applicable Contributor to the Indenture Trustee. The Purchase Price for a purchased Lease Contract and the related Equipment shall be paid, and any Substitute Lease Contract shall be delivered, by Trendwest the Company or the applicable Contributor to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest the Company and the Contributor to cure or purchase or replace any Lease Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Indenture Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j4.0(j) hereof or any obligations under the related Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in ownership of such Lease Contract or the inclusion of the Issuer's interest in such Lease Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Issuer or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Contract, Receivable, the Related Securityrelated Vacation Credits, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof, the party discovering such breach shall give prompt written notice to the other parties. Trendwest shall, within 30 days from the date it was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security Vacation Credit and is not cured, either (a) purchase the Issuer's interest in such Loan Document Contract and the related Receivable and Related Security from the Issuer at the Purchase Price or (b) provide a Substitute Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Contracts as a whole and is not cured by Trendwest, either (a) purchase the Issuer's interest in such non-conforming Contract or Contracts and the related Receivables from the Issuer or (b) provide Substitute Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest to the Trustee. The Purchase Price for a purchased Contract shall be paid, and any Substitute Contract shall be delivered, by Trendwest to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest to cure or purchase or replace any Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in such Contract or the inclusion of the Issuer's interest in such Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by If (i) the Issuer Company, the Transferor, the Trustee, the Servicer, the Back-up Servicer or any of the Sellers of MBIA discovers the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Lease Contract, Receivable, the Related Securityrelated Equipment, or the interests of the Holders of the NotesCertificates or MBIA, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v3.01(a)(ii), 3.01(a)(vi3.01(a)(v), 3.01(a)(vii), 3.01(a)(xiii3.01(a)(xix) or 3.01(c)(iii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxiior (ii) the Company or 3.01(a)(xxiii) the Transferor discovers the occurrence of any missing or defective document as specified in Section 2.06 hereof, or (iii) the Trustee shall fail to receive evidence acceptable to MBIA that each assignment of a financing statement required under Section 3.01(a)(viii) hereof has been filed within the time period set forth therein, then the party discovering such breach or condition shall give prompt written notice to the other parties. Trendwest parties and the Company shall, within 30 days from the date it the Company was notified of, or otherwise discovers, such breachbreach or condition, cure such breachbreach or condition. If the Company fails to cure such breach in the applicable time period, or, (1) if the breach relates to a particular Contract, Receivable or Related Security and is not cured, Company shall either (a1)(a) purchase the Issuer's interest in such Loan Document Lease Contract and the related Receivable and Related Security Equipment from the Issuer Transferor at the Purchase Removal Price or (b) provide a Substitute Lease Contract and Equipment or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Lease Contracts as a whole and is not cured (as the liquidated damages remedy therefor) by Trendwestthe Company, either (a) purchase the Issuer's interest in such non-conforming Contract or Lease Contracts and the related Receivables Equipment from the Issuer Transferor or (b) provide Substitute Lease Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest the Company to the TrusteeTrustee and MBIA. The Purchase Removal Price for a purchased Lease Contract and the related Equipment shall be paid, and any Substitute Lease Contract shall be delivered, by Trendwest the Company to the Issuer Transferor in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest the Company to cure or purchase or replace any Lease Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the IssuerTransferor, the Holders of Notes Certificates or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the IndentureTrust and Security Agreement) for any losses, claims, damages and liabilities arising from the IssuerTransferor's interest in ownership of such Lease Contract or the inclusion of the Issuer's interest in such Lease Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Issuer TFI or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Contract, Receivable, the Related Securityrelated Credits, or the interests of the Holders of the NotesNotes of any Series, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof, the party discovering such breach shall give prompt written notice to the other parties. Trendwest shall, within 30 days from the date it was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security Contract and is not cured, either (a) purchase the IssuerTFI's interest in such Loan Document Contract and the related Receivable and Related Security from the Issuer TFI at the Purchase Price or (b) provide a Substitute Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Contracts as a whole and is not cured by Trendwest, either (a) purchase the IssuerTFI's interest in such non-conforming Contract or Contracts and the related Receivables from the Issuer TFI or (b) provide Substitute Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest to the Trustee. The Purchase Price for a purchased Contract shall be paid, and any Substitute Contract shall be delivered, by Trendwest to the Issuer TFI in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest to cure or purchase or replace any Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to TFI, the Issuer, the Holders of Notes or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the Sale Agreement or the Indenture) for any losses, claims, damages and liabilities arising from the IssuerTFI's interest in such Contract or the inclusion of the IssuerTFI's interest in such Contract in the applicable Series Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Contributor or the Issuer or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Lease Contract, Lease Receivable, the Related Securityrelated Equipment, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(ii), 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii3.01(a)(xviii) hereof, the party discovering such breach shall give prompt written notice to the other partiesparty. Trendwest The Contributor shall, within 30 thirty (30) days from the date it the Contributor was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security Lease Contract and is not cured, either (a) purchase the Issuer's interest in such Loan Document Lease Contract and the related Lease Receivable and Related Security from the Issuer at the Purchase Price or (b) provide a Substitute Lease Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a3.01(b) herein) regarding the Contracts as a whole and is not cured by Trendwestthe Contributor, either (a) purchase the Issuer's interest in such non-conforming Contract or Lease Contracts and the related Lease Receivables from the Issuer or (b) provide Substitute Lease Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest the Contributor to the Trustee. The Purchase Price for a purchased Lease Contract shall be paid, and any Substitute Lease Contract shall be delivered, by Trendwest the Contributor to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest the Contributor to cure or purchase or replace any Lease Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in such Lease Contract or the inclusion of the Issuer's interest in such Lease Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by If (i) the Issuer Company, the Transferor, the Trustee, the Servicer, the Back-up Servicer or any of the Sellers of MBIA discovers the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Lease Contract, Receivable, the Related Securityrelated Equipment, or the interests of the Holders of the NotesCertificateholders or MBIA, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v3.01(a)(ii), 3.01(a)(vi3.01(a)(v), 3.01(a)(vii), 3.01(a)(xiii3.01(a)(xix) or 3.01(c)(iii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxiior (ii) the Company or 3.01(a)(xxiii) the Transferor discovers the occurrence of any missing or defective document as specified in Section 2.06 hereof, or (iii) the Trustee shall fail to receive evidence acceptable to MBIA that each assignment of a financing statement required under Section 3.01(a)(viii) hereof or certificate of title application required under Section 3.01(a)(viii) has been filed within the time period set forth therein, then the party discovering such breach or condition shall give prompt written notice to the other parties. Trendwest parties and the Company shall, within 30 days from the date it the Company was notified of, or otherwise discovers, such breachbreach or condition, cure such breachbreach or condition. If the Company fails to cure such breach in the applicable time period, or, (1) if the breach relates to a particular Contract, Receivable or Related Security and is not cured, Company shall either (a1)(a) purchase the Issuer's interest in such Loan Document Lease Contract and the related Receivable and Related Security Equipment from the Issuer Transferor at the Purchase Removal Price or (b) provide a Substitute Lease Contract and Equipment or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Lease Contracts as a whole and is not cured (as the liquidated damages remedy therefor) by Trendwestthe Company, either (a) purchase the Issuer's interest in such non-conforming Contract or Lease Contracts and the related Receivables Equipment from the Issuer Transferor or (b) provide Substitute Lease Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate an Officer's Certificate of an officer of Trendwest the Company to the TrusteeTrustee and MBIA. The Purchase Removal Price for a purchased Lease Contract and the related Equipment shall be paid, and any Substitute Lease Contract shall be delivered, by Trendwest the Company to the Issuer Transferor in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest the Company to cure or purchase or replace any Lease Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the IssuerTransferor, the Holders of Notes Certificateholders or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the IndentureTrust and Security Agreement) for any losses, claims, damages and liabilities arising from the IssuerTransferor's interest in ownership of such Lease Contract or the inclusion of the Issuer's interest in such Lease Contract in the Trust Estate.

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Issuer or Company, any of the Sellers Contributors or the Transferor of the breach of any representations or warranties set forth in Section Sections 3.01 or and 3.02 hereof which materially and adversely affects the value of a Lease Contract, Receivable, the Related Securityrelated Equipment or Leased Vehicle, or the interests of the Holders Certificateholders or of the NotesBond Insurer, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii), 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof3.01(a)(xx), the party discovering such breach shall give prompt written notice to the other parties, the Bond Insurer and to the Trustee. Trendwest Each of the Company and the Contributors shall, within 30 days from the date it such entity was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security Lease Contract and is not curedcured (as the liquidated damages remedy therefor), either (a) purchase the Issuer's interest in such Loan Document Lease Contract and the related Receivable and Related Security Equipment or Leased Vehicle from the Issuer Transferor at the Purchase Price or (b) provide a Substitute Lease Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the selection criteria of the Lease Contracts as a whole and is not cured by Trendwestthe Company or the Contributor, either (a) purchase the Issuer's interest in such non-conforming Contract or Lease Contracts and the related Receivables Equipment or Leased Vehicle from the Issuer Transferor or (b) provide Substitute Lease Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) with respect to the selection criteria are correct, as evidenced by a certificate of an officer of Trendwest the Company or the applicable Contributor to the Trustee. The Purchase Price for a purchased Lease Contract and the related Equipment or Leased Vehicle shall be paid, and any Substitute Lease Contract shall be delivered, by Trendwest the Company or the applicable Contributor to the Issuer Transferor in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest the Company and the Contributor to cure or purchase or replace any Lease Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the IssuerTransferor, the Holders of Notes Certificateholders or the Trustee on behalf of such Holders the Certificateholders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the IndentureTrust and Security Agreement) for any losses, claims, damages and liabilities arising from the IssuerTransferor's interest in ownership of such Lease Contract or the inclusion of the Issuer's interest in such Lease Contract in the Trust EstateProperty.