Common use of Removal of Non-Conforming Pledged Property Clause in Contracts

Removal of Non-Conforming Pledged Property. (a) Upon discovery by the Trust, the Note Insurer, the Servicer (or any of its successors or assigns) or in the case of the Indenture Trustee, upon actual knowledge of a Responsible Officer of the Indenture Trustee, of a breach of any of the representations or warranties set forth in Section 2.02 of the Servicing Agreement that materially and adversely affects any Contract, the related Equipment or the related Contract File, as the case may be, or if the Servicer fails to cause delivery of evidence of filing or copies of any UCC financing statement or delivery of any Certificate of Title in accordance with the Servicing Agreement (any such event, a "Warranty Event"), the party (including any such successor or assign) discovering such breach shall give prompt written notice to the other parties. The Note Insurer in its reasonable discretion shall then determine whether the related Contract, Equipment or Contract File has been materially and adversely affected by such breach of a representation or warranty set forth in Section 2.02 of the Servicing Agreement. As of the last day of the calendar month following the month of its discovery or its receipt of notice of breach (or, at First Sierra's election, any earlier date), First Sierra shall deposit (or cause to be deposited) in the Collection Account the Repurchase Amount with respect to such Contract or replace such contract with a Substitute Contract pursuant to Section 4.02 hereof. Any such nonconforming Contract so removed shall not be deemed to be a Defaulted Contract for purposes of this Article IV. (b) The obligation of First Sierra to remove any Trust Property from the Trust and to remit the Repurchase Amount, as appropriate, with respect to the related Contract as to which a breach has occurred and is continuing shall constitute the sole remedy against First Sierra for such breach available to the Indenture Trustee and the Noteholders, except to the extent that such breach is the result of any fraud or willful misconduct on the part of First Sierra.

Removal of Non-Conforming Pledged Property. (a) Upon discovery by the Trust, the Note Insurer, the Servicer (or any of its successors or assigns) or in the case of the Indenture Trustee, upon actual knowledge of a Responsible Officer of the Indenture Trustee, of a breach of any of the representations or warranties set forth in Section 2.02 of the Servicing Agreement that materially and adversely affects any Contract, the related Equipment or the related Contract File, as the case may be, or if the Servicer fails to cause delivery of evidence of filing or copies of any UCC financing statement or delivery of any Certificate of Title in accordance with the Servicing Agreement (any such event, a "Warranty Event"), the party (including any such successor or assign) discovering such breach shall give prompt written notice to the other parties. The Note Insurer in its reasonable discretion shall then determine whether the related Contract, Equipment or Contract File has been materially and adversely affected by such breach of a representation or warranty set forth in Section 2.02 of the Servicing Agreement. As of the last day of the calendar month following the month of its discovery or its receipt of notice of breach (or, at First Sierra's electionSierxxXxxxxx.xxx'x xlection, any earlier date), First Sierra shall SierxxXxxxxx.xxx xxxll deposit (or cause to be deposited) in to the Collection Account the Repurchase Amount with respect to such Contract or replace such contract with a Substitute Contract pursuant to Section 4.02 hereof. Any such nonconforming Contract so removed shall not be deemed to be a Defaulted Contract for purposes of this Article IV. (b) The obligation of First Sierra to SierxxXxxxxx.xxx xx remove any Trust Pledged Property from the Trust and to remit the Repurchase AmountAmount or substitute a Substitute Contract, as appropriate, with respect to the related Contract as to which a breach has occurred and is continuing shall constitute the sole remedy against First Sierra for SierxxXxxxxx.xxx xxx such breach available to the Indenture Trustee and the Noteholders, except to the extent that such breach is the result of any fraud or willful misconduct on the part of First SierraSierxxXxxxxx.xxx. (c) Upon the removal of a Contract and the related Equipment and the payment of the related Repurchase Amount as described above, the security interest of the Indenture Trustee in such replaced Contract, the related Equipment and all proceeds thereon shall be terminated and the replaced Contract and the related Equipment shall be released to the Trust.

Removal of Non-Conforming Pledged Property. (a) Upon discovery by the TrustIssuers, the Note Insurer, the Originator, the Servicer (or any of its successors or assigns) or in the case of the Indenture Trustee, upon actual knowledge of a Responsible Officer of the Indenture Trustee, of a breach of any of the representations or warranties set forth in Section 2.02 2.03 of the Servicing Agreement that materially and adversely affects any Contract, the related Equipment or the related Contract File, as the case may be, or if the Servicer fails to cause delivery of evidence of filing or copies of any UCC financing statement or delivery of any Certificate of Title in accordance with the Servicing Agreement or otherwise fails to satisfy the Filing Requirements (any such event, a "Warranty Event"), the party (including any such successor or assign) discovering such breach shall give prompt written notice to the other parties. The Note Insurer in its reasonable discretion shall then determine whether On or before the related Contract, Equipment or Contract File has been materially and adversely affected by such breach of a representation or warranty set forth in Section 2.02 of the Servicing Agreement. As of the last day of the calendar month second Payment Date following the month of its discovery or its receipt of notice of such breach or failure (or, at First Sierrathe Servicer's or the Originator's election, as applicable, any earlier date), First Sierra in the event that any such breach or failure has not been cured as of such date in all material respects by the Originator or the Servicer, as the case may be, or waived as of such date by the Note Insurer, or if a Note Insurer Default has occurred and is continuing as of such date, by the Noteholders that together own Notes with an aggregate Percentage Interest in excess of 66 and 2/3%, the Servicer or the Originator, as the case may be, shall deposit (or cause to be deposited) in the Collection Account the Repurchase Purchase Amount with respect to such Contract or replace such contract Contract with a Substitute Contract pursuant to Section 4.02 hereof. Any such nonconforming Contract so removed shall not be deemed to be a Defaulted Charged-Off Contract for purposes of this Article IV. (b) The obligation of First Sierra the Servicer or the Originator, as the case may be, to remove any Trust Property property from the Trust Pledged Property and to remit the Repurchase Purchase Amount, as appropriate, with respect to the related Contract as to which a breach has occurred and is continuing shall constitute the sole remedy against First Sierra the Servicer or the Originator, as the case may be, for such breach available to the Indenture Trustee Trustee, the Noteholders and the NoteholdersNote Insurer, except to the extent that such breach is the result of any fraud or willful misconduct on the part of First Sierrathe Servicer or the Originator, as the case may be.

Removal of Non-Conforming Pledged Property. (a) Upon discovery by the Trust, the Note Insurer, the Servicer (or any of its successors or assigns) or in the case of the Indenture Trustee, upon actual knowledge of a Responsible Officer of the Indenture Trustee, of a breach of any of the representations or warranties set forth in Section 2.02 of the Servicing Agreement that materially and adversely affects any Contract, the related Equipment or the related Contract File, as the case may be, or if the Servicer fails to cause delivery of evidence of filing or copies of any UCC financing statement or delivery of any Certificate of Title in accordance with the Servicing Agreement (any such event, a "Warranty Event"), the party (including any such successor or assign) discovering such breach shall give prompt written notice to the other parties. The Note Insurer in its reasonable discretion shall then determine whether the related Contract, Equipment or Contract File has been materially and adversely affected by such breach of a representation or warranty set forth in Section 2.02 of the Servicing Agreement. As of the last day of the calendar month following the month of its discovery or its receipt of notice of breach (or, at First Sierra's election, any earlier date), First Sierra shall deposit (or cause to be deposited) in to the Collection Account the Repurchase Amount with respect to such Contract or replace such contract with a Substitute Contract pursuant to Section 4.02 hereof. Any such nonconforming Contract so removed shall not be deemed to be a Defaulted Contract for purposes of this Article IV. (b) The obligation of First Sierra to remove any Trust Pledged Property from the Trust and to remit the Repurchase AmountAmount or substitute a Substitute Contract, as appropriate, with respect to the related Contract as to which a breach has occurred and is continuing shall constitute the sole remedy against First Sierra for such breach available to the Indenture Trustee and the Noteholders, except to the extent that such breach is the result of any fraud or willful misconduct on the part of First Sierra.

Removal of Non-Conforming Pledged Property. (a) Upon discovery by the Trust, the Note Insurer, the Letter of Credit Bank, the Servicer (or any of its successors or assigns) or in the case of the Indenture Trustee, upon actual knowledge of a Responsible Officer of the Indenture Trustee, of a breach of any of the representations or warranties set forth in Section 2.02 of the Servicing Agreement that materially and adversely affects any Contract, the related Equipment or the related Contract File, as the case may be, or if the Servicer fails to cause delivery of evidence of filing or copies of any UCC financing statement or delivery of any Certificate of Title in accordance with the Servicing Agreement (any such event, a "Warranty Event"), the party (including any such successor or assign) discovering such breach shall give prompt written notice to the other parties. The Note Insurer in its reasonable discretion shall then determine whether the related Contract, Equipment or Contract File has been materially and adversely affected by such breach of a representation or warranty set forth in Section 2.02 of the Servicing Agreement. As of the last day of the calendar month following the month of its discovery or its receipt of notice of breach (or, at First Sierra's election, any earlier date), First Sierra shall deposit (or cause to be deposited) in the Collection Account the Repurchase Amount with respect to such Contract or replace such contract with a Substitute Contract pursuant to Section 4.02 hereof. Any such nonconforming Contract so removed shall not be deemed to be a Defaulted Contract for purposes of this Article IV. (b) The obligation of First Sierra to remove any Trust Property from the Trust and to remit the Repurchase Amount, as appropriate, with respect to the related Contract as to which a breach has occurred and is continuing shall constitute the sole remedy against First Sierra for such breach available to the Indenture Trustee Trustee, the Noteholders, and the NoteholdersLetter of Credit Bank, except to the extent that such breach is the result of any fraud or willful misconduct on the part of First Sierra.

Removal of Non-Conforming Pledged Property. (a) Upon discovery by the Trustany Issuer, the Note Insurerany Originator, the Servicer (or any of its successors or assigns) or in the case of the Indenture Trustee, upon actual knowledge of a Responsible Officer of the Indenture Trustee, of a breach of any of the representations or warranties set forth in Section 2.02 3.02 of the Servicing Receivables Transfer Agreement that materially and adversely affects any Contract, the related Equipment or other collateral or the related Contract File, as the case may be, or if the Servicer fails to cause delivery of evidence of filing or copies of any UCC financing statement or delivery of any Certificate of Title in accordance with otherwise fails to satisfy the Servicing Agreement Filing Requirements (any such event, a "Warranty Event"), the party (including any such successor or assign) discovering such breach shall give prompt written notice to the other parties. The Note Insurer in its reasonable discretion shall then determine whether On or before the related Contract, Equipment or Contract File has been materially and adversely affected by such breach of a representation or warranty set forth in Section 2.02 of the Servicing Agreement. As of the last day of the calendar month first Payment Date following the month of thirty days after its discovery or its receipt of notice of such breach or failure (or, at First Sierrathe Servicer's or the related Originator's election, as applicable, any earlier date), First Sierra in the event that any such breach or failure has not been cured as of 30 days after discovery or receipt of notice of such breach in all material respects by the related Originator or the Servicer, as the case may be, or waived as of 30 days -20- 26 after discovery or receipt of notice of such breach by the Noteholders that together own Notes with an aggregate Percentage Interest in excess of 66 and 2/3%, the Servicer or the related Originator, as the case may be, shall deposit (or cause to be deposited) in the Collection Account the Repurchase Purchase Amount with respect to such Contract or replace such contract Contract with a Substitute Contract pursuant to Section 4.02 hereof. Any such nonconforming Contract so removed shall not be deemed to be a Defaulted Contract for purposes of this Article IV. (b) The obligation of First Sierra the Servicer or the Originators, as the case may be, to remove any Trust Property property from the Trust Pledged Property and to remit the Repurchase Purchase Amount, as appropriate, with respect to the related Contract as to which a breach has occurred and is continuing shall constitute the sole remedy against First Sierra the Servicer or the Originators, as the case may be, for such breach available to the Indenture Trustee and the Noteholders, except to the extent that such breach is the result of any fraud or willful misconduct on the part of First Sierrathe Servicer or the Originators, as the case may be.