Common use of Geographic Clause in Contracts

Geographic. No Receivable was originated by a Dealer located in any State other than California, Arizona, Texas, Nevada, Kansas or Missouri. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.03; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or any Noteholders or Certificateholders, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.03, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.03. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.

Geographic. No Receivable was originated by a Dealer located in any State other than [California], [Arizona], [Texas], [Nevada], Kansas [Kansas], [Missouri] or Missouri[ ]. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.03; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or any Noteholders or Certificateholders, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.03, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.03. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.

Geographic. No Receivable was originated by a Dealer located in any State state other than California, Arizona, Texas, NevadaIowa, Kansas or Missouri. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.03; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or any Noteholders or Certificateholders, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.03, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.03. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.

Geographic. No Receivable was originated by a Dealer located in any State state other than California, Arizona, Arizona or Texas, Nevada, Kansas or Missouri. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.033.3; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or any Noteholders or Certificateholders, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.033.3, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.033.3. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.

Geographic. No Receivable was originated by a Dealer located in any State state other than California, Arizona, Arizona or Texas, Nevada, Kansas or Missouri. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.033.3; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or the Holders in any Noteholders or CertificateholdersReceivable, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.033.3, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.033.3. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.

Geographic. No Receivable was originated by a Dealer located in any State other than California, Arizona, Texas, Nevada, Kansas Kansas, Missouri, Illinois, Oklahoma, or MissouriWashington. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.03; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or any Noteholders or Certificateholders, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.03, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.03. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, if any, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.

Geographic. No Receivable was originated by a Dealer located in any State other than California, Arizona, Texas, Nevada, Kansas Kansas, Missouri, Illinois, Iowa, Oklahoma, or MissouriWashington. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.03; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or any Noteholders or Certificateholders, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.03, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.03. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, if any, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.

Geographic. No Receivable was originated by a Dealer located in any State state other than California, Arizona, Arizona or Texas, Nevada, Kansas or Missouri. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee and the Owner Trustee Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.033.3; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, or any Noteholders or Certificateholders, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Price for such Receivable as of such last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Price of such Receivable, no later than the close of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.033.3, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.033.3. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.events SELLER’S COMPLIANCE WITH THE FDIC RULE

Geographic. No Receivable was originated by a Dealer located in any State other than California, Arizona, Texas, Nevada, Kansas Kansas, Missouri, Illinois, Oklahoma or MissouriWashington. The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement, the Indenture Trustee Agreement and the Owner Trustee Trustees promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in this Section 3.03Section; provided that the failure to give such notice shall not affect any obligation of the Seller. If the breach or failure shall not have been cured by the 30th day (or if the Seller elects, an earlier day) after the date on which the Seller becomes aware of, or receives written notice from the Purchaser or an assignee from the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer, Issuer or any Noteholders or CertificateholdersSecurityholder, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, on or before the Payment Date immediately following the Collection Period which includes such 30th day at the Repurchase Purchase Price for such Receivable as of such the last day of such Collection Period. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Repurchase Purchase Price of such Receivable, no later than at the close opening of business on such Payment Date, in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon the payment of such Repurchase Purchase Price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to this Section 3.03Section, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.03Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer, if any, the Owner Trustee, the Custodian, the Noteholders and the Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such repurchase events.