Common use of REPURCHASE AND SUBSTITUTION OF CONTRACTS; OTHER PAYMENTS Clause in Contracts

REPURCHASE AND SUBSTITUTION OF CONTRACTS; OTHER PAYMENTS. (a) The Contributor or the Servicer, as the case may be, shall inform the Transferor, the Issuer, the Managing Member and the Trustee promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth herein. With respect to any breach of the Contributor's representations and warranties set forth herein which materially and adversely affects the interest of the Noteholders in any Contract or Contracts, the Contributor, unless within 90 days following the discovery or receipt of notice of such breach such breach has been cured or waived in all respects by the Noteholders evidencing more than 50% of the Voting Rights, shall either (a) purchase such Contract and the security interest in the related Equipment from either the Transferor or the Issuer, as the case may be, or (b) replace such Contract and the security interest in the related Equipment with a Substitute Contract in accordance with the provisions of Sections 7.01, 7.02 and 7.03 of this Agreement. In the event of a repurchase of a Contract, the Contributor shall remit to the Trustee (upon written notice to the Trustee thereof) for deposit into the Collection Account the Repurchase Amount of each such Contract to be repurchased on or prior to 11:00 A.M. New York City time on the second Business Day prior to the Payment Date immediately following the date when the Contributor shall become obligated to purchase (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 preceding the date of payment). In connection with such repurchase, the Servicer shall be reimbursed in accordance with Section 3.04(b) of the Indenture for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 5.01 with respect to such Contract. The Trustee shall deposit such Repurchase Amounts in the Collection Account on or prior to 11:00 A.M. New York City time on the second Business Day immediately following the date on which the Trustee receives such Repurchase Amounts. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 5.03, any inaccuracy in any representation or warranty with respect to (i) the priority of the lien of the Indenture with respect to any Contract or (ii) the amount (if less than represented) of the Contract Payments or Repurchase Amount under any Contract shall be deemed to be material. (b) With respect to all Predecessor Contracts and the security interest in the related Equipment purchased or replaced by the Contributor pursuant to this Section 5 hereof, the Transferor will deliver to the Contributor, an instrument substantially in the form of Exhibit E hereto, assigning to the Contributor, without recourse, representation or warranty (except as to the absence of liens, claims, or encumbrances resulting from actions taken, or failed to be taken, by the Transferor), all of the Transferor's right, title and interest in and to such Predecessor Contracts and the security interest in the related Equipment, and all security and documents relating thereto.

REPURCHASE AND SUBSTITUTION OF CONTRACTS; OTHER PAYMENTS. (a) The Contributor or the Servicer, as the case may be, shall inform the Transferor, the Issuer, the Managing Member and the Trustee promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth herein. With respect to any breach of the Contributor's representations and warranties set forth herein which materially and adversely affects the interest of the Noteholders in any Contract or Contracts, the Contributor, unless within 90 days following the discovery or receipt of notice of such breach such breach has been cured or waived in all respects by the Noteholders evidencing more than 50% of the Voting Rights, shall either (a) purchase such Contract and the security interest in the related Equipment from either the Transferor or the Issuer, as the case may be, or (b) replace such Contract and the security interest in the related Equipment with a Substitute Contract in accordance with the provisions of Sections 7.01, 7.02 and 7.03 of this Agreement. In the event of a repurchase of a Contract, the Contributor shall remit to the Trustee (upon written notice to the Trustee thereof) for deposit into the Collection Account the Repurchase Amount of each such Contract to be repurchased on or prior to 11:00 A.M. New York City time on the second Business Day prior to the Payment Date immediately following the date when the Contributor shall become obligated to purchase (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 preceding the date of payment). In connection with such repurchase, the Servicer shall be reimbursed in accordance with Section 3.04(b) of the Amended and Restated Indenture for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 5.01 with respect to such Contract. The Trustee shall deposit such Repurchase Amounts in the Collection Account on or prior to 11:00 A.M. New York City time on the second Business Day immediately following the date on which the Trustee receives such Repurchase Amounts. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 5.03, any inaccuracy in any representation or warranty with respect to (i) the priority of the lien of the Amended and Restated Indenture with respect to any Contract or (ii) the amount (if less than represented) of the Contract Payments or Repurchase Amount under any Contract shall be deemed to be material. (b) With respect to all Predecessor Contracts and the security interest in the related Equipment purchased or replaced by the Contributor pursuant to this Section 5 hereof, the Transferor will deliver to the Contributor, an instrument substantially in the form of Exhibit E hereto, assigning to the Contributor, without recourse, representation or warranty (except as to the absence of liens, claims, or encumbrances resulting from actions taken, or failed to be taken, by the Transferor), all of the Transferor's right, title and interest in and to such Predecessor Contracts and the security interest in the related Equipment, and all security and documents relating thereto.or

REPURCHASE AND SUBSTITUTION OF CONTRACTS; OTHER PAYMENTS. (a) The Contributor or the Servicer, as the case may be, shall inform the Transferor, the Issuer, the Managing Member Issuer and the Trustee promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth herein. With respect to any breach of the Contributor's representations and warranties set forth herein which materially and adversely affects the interest of the Noteholders in any Contract or Contracts, the Contributor, unless within 90 days following the discovery or receipt of notice of such breach such breach has been cured or waived in all respects by the Noteholders evidencing more than 50% of the Voting Rights, shall either (a) purchase such Contract and the security interest in the related Equipment from either the Transferor or the Issuer, as the case may be, or (b) replace such Contract and the security interest in the related Equipment with a Substitute Contract in accordance with the provisions of Sections 7.01, 7.02 and 7.03 of this Agreement. In the event of a repurchase of a Contract, the Contributor shall remit to the Trustee (upon written notice to the Trustee thereof) for deposit into the Collection Account the Repurchase Amount of each such Contract to be repurchased on or prior to 11:00 A.M. New York City time on the second Business Day prior to the Payment Date immediately following the date when the Contributor shall become obligated to purchase (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 preceding the date of payment). In connection with such repurchase, the Servicer shall be reimbursed in accordance with Section 3.04(b) of the Indenture for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 5.01 with respect to such Contract. The Trustee shall deposit such Repurchase Amounts in the Collection Account on or prior to 11:00 A.M. New York City time on the second Business Day immediately following the date on which the Trustee receives such Repurchase Amounts. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 5.03, any inaccuracy in any representation or warranty with respect to (i) the priority of the lien of the Indenture with respect to any Contract or (ii) the amount (if less than represented) of the Contract Payments or Repurchase Amount under any Contract shall be deemed to be material. (b) With respect to all Predecessor Contracts and the security interest in the related Equipment purchased or replaced by the Contributor pursuant to this Section 5 hereof, the Transferor will deliver to the Contributor, an instrument substantially in the form of Exhibit E hereto, assigning to the Contributor, without recourse, representation or warranty (except as to the absence of liens, claims, or encumbrances resulting from actions taken, or failed to be taken, by the Transferor), all of the Transferor's right, title and interest in and to such Predecessor Contracts and the security interest in the related Equipment, and all security and documents relating thereto.

REPURCHASE AND SUBSTITUTION OF CONTRACTS; OTHER PAYMENTS. (a) The Contributor or the Servicer, as the case may be, shall inform the Transferor, the Issuer, the Managing Member Issuer and the Trustee promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth herein. With respect to any breach of the Contributor's representations and warranties set forth herein which materially and adversely affects the interest of the Noteholders Securityholders in any Contract or Contracts, the Contributor, unless within 90 days following the discovery or receipt of notice of such breach such breach has been cured or waived in all respects by the Noteholders Securityholders evidencing more than 50% of the Voting Rights, shall either (a) purchase such Contract and the security interest in the related Equipment from either the Transferor or the Issuer, as the case may be, or (b) replace such Contract and the security interest in the related Equipment with a Substitute Contract in accordance with the provisions of Sections 7.01, 7.02 and 7.03 of this Agreement. In the event of a repurchase of a Contract, the Contributor shall remit to the Trustee (upon written notice to the Trustee thereof) for deposit into the Collection Account the Repurchase Amount of each such Contract to be repurchased on or prior to 11:00 A.M. New York City time on the second Business Day prior to the Payment Date immediately following the date when the Contributor shall become obligated to purchase (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 preceding the date of payment). In connection with such repurchase, the Servicer shall be reimbursed in accordance with Section 3.04(b) of the Indenture for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 5.01 with respect to such Contract. The Trustee shall deposit such Repurchase Amounts in the Collection Account on or prior to 11:00 A.M. New York City time on the second Business Day immediately following the date on which the Trustee receives such Repurchase Amounts. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 5.03, any inaccuracy in any representation or warranty with respect to (i) the priority of the lien of the Indenture with respect to any Contract or (ii) the amount (if less than represented) of the Contract Payments or Repurchase Amount under any Contract shall be deemed to be material. (b) With respect to all Predecessor Contracts and the security interest in the related Equipment purchased or replaced by the Contributor pursuant to this Section 5 hereof, the Transferor will deliver to the Contributor, an instrument substantially in the form of Exhibit E hereto, assigning to the Contributor, without recourse, representation or warranty (except as to the absence of liens, claims, or encumbrances resulting from actions taken, or failed to be taken, by the Transferor), all of the Transferor's right, title and interest in and to such Predecessor Contracts and the security interest in the related Equipment, and all security and documents relating thereto.to

REPURCHASE AND SUBSTITUTION OF CONTRACTS; OTHER PAYMENTS. (a) The Contributor or the Servicer, as the case may be, shall inform the Transferor, the Issuer, the Managing Member and the Trustee promptly, in writing, upon the discovery of a breach of any of the Contributor's representations and warranties set forth herein. With respect to any breach of the Contributor's representations and warranties set forth herein which materially and adversely affects the interest of the Noteholders in any Contract or Contracts, the Contributor, unless within 90 days following the discovery or receipt of notice of such breach such breach has been cured or waived in all respects by the Noteholders evidencing more than 50% of the Voting Rights, shall either (a) purchase such Contract and the security interest in the related Equipment from either the Transferor or the Issuer, as the case may be, or (b) replace such Contract and the security interest in the related Equipment with a Substitute Contract in accordance with the provisions of Sections 7.01, 7.02 and 7.03 of this Agreement. In the event of a repurchase of a Contract, the Contributor shall remit to the Trustee (upon written notice to the Trustee thereof) for deposit into the Collection Account the Repurchase Amount of each such Contract to be repurchased on or prior to 11:00 A.M. New York City time on the second Business Day prior to the Payment Date immediately following the date when the Contributor shall become obligated to purchase (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 preceding the date of payment). In connection with such repurchase, the Servicer shall be reimbursed in accordance with Section 3.04(b) of the Amended and Restated Indenture for all amounts, if any, theretofore advanced by the Servicer pursuant to Section 5.01 with respect to such Contract. The Trustee shall deposit such Repurchase Amounts in the Collection Account on or prior to 11:00 A.M. New York City time on the second Business Day immediately following the date on which the Trustee receives such Repurchase Amounts. Without limiting the generality of the foregoing, it is agreed and understood that for purposes of this Section 5.03, any inaccuracy in any representation or warranty with respect to (i) the priority of the lien of the Amended and Restated Indenture with respect to any Contract or (ii) the amount (if less than represented) of the Contract Payments or Repurchase Amount under any Contract shall be deemed to be material. (b) With respect to all Predecessor Contracts and the security interest in the related Equipment purchased or replaced by the Contributor pursuant to this Section 5 hereof, the Transferor will deliver to the Contributor, an instrument substantially in the form of Exhibit E hereto, assigning to the Contributor, without recourse, representation or warranty (except as to the absence of liens, claims, or encumbrances resulting from actions taken, or failed to be taken, by the Transferor), all of the Transferor's right, title and interest in and to such Predecessor Contracts and the security interest in the related Equipment, and all security and documents relating thereto.