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

PURCHASE UPON BREACH; AMENDED AND RESTATED 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 Amended and Restated Contribution and Servicing Agreement. With respect to any breach of the Contributor's representations and warranties set forth in Section 2 of the Amended and Restated 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 Amended and Restated 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 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 Amended and Restated Contribution and Servicing Agreement, and against the Issuer or the Transferor with respect to a breach under this agreement or the Amended and Restated Subsequent Contract Transfer Agreement (the "SCTA") by reason of such breach by the Contributor, shall be to require the Contributor to purchase or substitute Contracts pursuant to the Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated Contribution and Servicing Agreement, and the SCTA, as assigned to the Trustee, to require the purchase or replacement of the Contract.

PURCHASE UPON BREACH; AMENDED AND RESTATED 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 Amended and Restated Contribution and Servicing Agreement. With respect to any breach of the Contributor's representations and warranties set forth in Section 2 of the Amended and Restated 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 in accordance with the provisions of Section 5.03 of the Amended and Restated 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 Managing Member 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 Amended and Restated Contribution and Servicing Agreement, and against the Issuer or the Transferor with respect to a breach under this agreement or the Amended and Restated Subsequent Contract Transfer Agreement (the "SCTA") by reason of such breach by the Contributor, shall be to require the Contributor to purchase or substitute Contracts pursuant to the Amended and Restated Contribution and Servicing Agreement, PROVIDED provided that the limitation contained in this sentence shall not otherwise limit the rights of any such Person under Section 5.02 of the Amended and Restated 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 Amended and Restated 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 Amended and Restated Contribution and Servicing Agreement, Agreement and the SCTA, as assigned to the Trustee, to require the purchase or replacement of the Contract.