Common use of Purchase of Receivables Upon Breach Clause in Contracts

Purchase of Receivables Upon Breach. Upon a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit on the related Payment Deposit Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Seller promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.02, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach (a) The Servicer, the Depositor or the Owner Trustee, as the case may be, promptly shall inform the other parties to this Agreement, in writing, upon the discovery of any of breach pursuant to Section 3.2, 3.5 or 3.6. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period Servicer shall purchase any Receivable materially and adversely affected by such breach as determined by the Indenture Trustee (which shall include any Receivable as to which a breach of Section 3.6 has occurred) at the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.054.5. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section 3.7, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in respect of such on the Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 3.2, 3.5 or 3.07 3.6 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section3.7.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that 3.2, 3.3, 3.4 or 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable, the party discovering or if an improper extensionreceiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, rescheduling or modification (i) that the delivery of a Receivable is made Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer as described in Section 3.02, and the Issuer of such breach or impropriety shall not have been cured in all material respects, and (ii) the Servicer shall, as of or the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer Indenture Trustee shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable. The sole remedy of , or if the Servicer is required to purchase a Receivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach, if applicable, or (b) purchase such Receivable from the Issuer, in either case on or before the Trustees or Business Day before the Securityholders against Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require elects, an earlier date) after the Servicer to purchase date the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.Servicer

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trust shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05, 4.06 or 7.01. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery or written notice (or, at the Servicer’s election, the last day of the first following Collection Period following Period), the Collection Period in Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day and the Servicer shall deliver a revised Schedule of Receivables to the Depositor and the Trust, which it discovers shall reflect the repurchase of such breach) Receivables. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.02, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the IssuerIssuing Entity, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05, 4.06 or 3.07 7.01 shall be to require the Servicer to purchase the related Receivables pursuant to this Section. None of the Servicer, except as otherwise provided in Section 6.02. Neither the Issuing Entity, the Owner Trustee nor Trustee, the Indenture Trustee shall Trustee, the Asset Representations Reviewer, the Seller, the Depositor or the Administrator will have any duty an obligation to conduct any affirmative investigation as to investigate whether a breach or other event has occurred that would require the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant under this Section 4.07 or whether any Receivables is required to be purchased under this SectionSection 4.07.

Purchase of Receivables Upon Breach. Upon a breach The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 4.5 which materially and adversely affects the interests interest of the Issuer or the Securityholders Holders in any ReceivableReceivable (for this purpose, or if an improper extension, rescheduling or modification any breach of a Receivable is made by the Servicer as described covenant set forth in Section 3.024.5(iii) shall be deemed to materially and adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, and such unless the breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) discovery occurred), the Servicer shall purchase from any Receivable materially and adversely affected by such breach as of such last day. In consideration of the Issuer purchase of such Receivable and Receivable, the Servicer shall remit on the related Payment Date Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Administrative Purchase Payment to Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.4. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders Holders against the Servicer with respect to a breach pursuant to Section 3.02 4.2 or 3.07 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.024.6. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection 4.6 or the eligibility of any Receivable for purposes of this Agreement.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any of the covenants of breach by the Servicer set forth in of its obligations under Section 3.07 4.02, 4.04 or 4.05 that would materially and adversely affects the interests of the Issuer or the Securityholders in affect any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s election, the last day of the first Collection Period following such Collection Period), the Collection Period in which it discovers Servicer shall (whether or not such breachbreach was known to the Servicer on the Closing Date) purchase from any Receivable materially and adversely affected by such breach as of such last day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable and Receivable. In consideration of such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment (as reduced by any Outstanding Advances with respect to the Collection Account such Receivable) in the manner specified in Section 4.055.05. Upon such deposit For the purposes of this Section 4.06, the Administrative Purchase Payment, Payment shall consist in part of a release by the Servicer shall for of all purposes rights of this Agreement be deemed reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in with respect of such to the purchased Receivable. The sole remedy of the IssuerIndenture Trustee, the Trustees Owner Trustee, the Trust or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 by the Servicer of its obligations under Sections 4.02, 4.04 or 3.07 4.05 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section4.06.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Seller, the Depositor, the Owner Trustee or the Indenture Trustee of a breach of any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07. On or before the last day of the first Collection Period following its discovery or receipt of notice of the breach of any covenant set forth in Section 3.07 Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02shall, and unless such breach or impropriety shall not have been cured in all material respectsrespects by such date, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit Subject to Section 7.02, it is understood and agreed that the obligation of the Administrative Purchase PaymentServicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer shall for all purposes of this Agreement be deemed such breach available to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Securityholders in Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any Receivableobligation of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or if an improper extensionwas notified of such breach, rescheduling or modification then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of a Receivable is made such Collection Period. Any such purchase by the Servicer as described in Section 3.02, and shall be at a price equal to the Purchased Amount. In consideration for such breach or impropriety shall not have been cured in all material respectsrepurchase, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach shall make (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breachor shall cause to be made) purchase from a payment to the Issuer equal to the Purchased Amount by depositing such Receivable and remit on the related Payment Date the Administrative Purchase Payment to amount into the Collection Account in the manner specified in accordance with Section 4.055.04 on such Payment Date. Upon payment of such deposit Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Administrative Purchase Payment, Servicer to purchase any Receivable as described above shall constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of respecting such breach available to the Issuer, the Trustees or Owner Trustee, the Securityholders against Certificateholders, the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Noteholders and the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionTrustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that Sections 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Securityholders in Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any Receivableobligation of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or if an improper extensionwas notified of such breach, rescheduling or modification then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of a Receivable is made such Collection Period. Any such purchase by the Servicer as described in Section 3.02, and shall be at a price equal to the Purchased Amount. In consideration for such breach or impropriety shall not have been cured in all material respectsrepurchase, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach shall make (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breachor shall cause to be made) purchase from a payment to the Issuer equal to the Purchased Amount by depositing such Receivable and remit on the related Payment Date the Administrative Purchase Payment to amount into the Collection Account in the manner specified in accordance with Section 4.055.04 on such Payment Date. Upon payment of such deposit Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Administrative Purchase Payment, Servicer to purchase any Receivable as described above shall constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of respecting such breach available to the Issuer, the Trustees or Owner Trustee, the Securityholders against Certificateholders, the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Noteholders and the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionTrustee.

Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the related Payment Deposit Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Seller promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.02, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Depositor, the Issuer or, if a Responsible Officer of the Indenture Trustee obtains actual knowledge or receives written notice thereof, the Indenture Trustee, of a breach of any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering, obtaining actual knowledge or receiving written notice, as applicable, of such breach shall give prompt written notice to the other parties to this Agreement; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer set forth in under this Section 3.07 that materially and adversely affects the interests of the Issuer 4.07. On or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of before the last day of the second Collection Period following the Collection Period in which it discovers such or receives notice of a breach of any covenant set forth in Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach shall have been cured in all material respects by such date, purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase Paymentpurchase, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for the reimbursement of Outstanding outstanding Advances made in respect of the Receivables so purchased. Subject to Section 7.02, it is understood and agreed that the obligation of the Servicer to purchase any Receivable with respect to which such Receivable. The a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy of against the Servicer for such breach available to the Issuer, the Trustees Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the related Payment Deposit Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon The Depositor, the Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and a Responsible Officer of the Indenture Trustee promptly, in writing, upon the discovery of any breach of any Section 3.03, 3.06 or 3.07. If such breach shall not have been cured by the close of business on the last day of the covenants of Collection Period which includes the 30th day after the date on which the Servicer set forth in Section 3.07 that becomes aware of, or receives written notice from the Depositor, the Seller or the Owner Trustee of, such breach, and such breach materially and adversely affects the interests interest of the Issuer or the Securityholders in any a Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shallshall purchase such Receivable from the Issuer, as of the close of business on the last day of the second related Collection Period following Period, by remitting the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day Purchase Amount of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.054.07 on the related Deposit Date. Upon such deposit of When the Administrative Purchase PaymentAmount is included in Available Collections for a Payment Date, the Servicer shall for all purposes of this Agreement Issuer will, without further action, be deemed to have released sold and assigned to the Servicer, effective as of the last day of the Collection Period before the related Collection Period, all claims for reimbursement of Outstanding Advances made the Issuer’s right, title and interest in respect the Receivable purchased by the Servicer under this Section and all security and documents relating to such Receivable. The sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns such Receivable free and clear of any Lien, other than Permitted Liens. On the sale, the Servicer may take any action necessary or advisable to evidence the sale of such Receivable, free from any Lien of the Issuer or the Indenture Trustee. The sole remedy of the Issuer, the Trustees or and the Securityholders against the Servicer with respect to a breach pursuant to of Section 3.02 3.03, 3.06 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Depositor, the Issuer or, if a Responsible Officer of the Indenture Trustee obtains actual knowledge or receives written notice thereof, the Indenture Trustee, of a breach of any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering, obtaining actual knowledge or receiving written notice, as applicable, of such breach shall give prompt written notice to the other parties to this Agreement; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer set forth in under this Section 3.07 that materially and adversely affects the interests of the Issuer 4.07. On or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of before the last day of the second Collection Period following the Collection Period in which it discovers such or receives notice of a breach of any covenant set forth in Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer or the Noteholders in any Receivable (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach shall have been cured in all material respects by such date, purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase Paymentpurchase, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for the reimbursement of Outstanding outstanding Advances made in respect of the Receivables so purchased. Subject to Section 7.02, it is understood and agreed that the obligation of the Servicer to purchase any Receivable with respect to which such Receivable. The a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy of against the Servicer for such breach available to the Issuer, the Trustees Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Depositor, the Issuer or the Indenture Trustee of a breach of any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other parties to this Agreement; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer set forth in under this Section 3.07 that materially and adversely affects the interests of the Issuer 4.07. On or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of before the last day of the second Collection Period following the Collection Period in which it discovers such or receives notice of a breach of any covenant set forth in Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach shall have been cured in all material respects by such date, purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase Paymentpurchase, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for the reimbursement of Outstanding outstanding Advances made in respect of the Receivables so purchased. Subject to Section 7.02, it is understood and agreed that the obligation of the Servicer to purchase any Receivable with respect to which such Receivable. The a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy of against the Servicer for such breach available to the Issuer, the Trustees Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon The Servicer, the Transferor, the Issuer, the Custodian or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of any the provisions of Section 4.2 relating to modifications of the covenants Receivables, or any breach of Sections 4.4, 4.5 or 4.6; PROVIDED, HOWEVER, that the failure to give such notice shall not affect any obligation of the Servicer set forth in Section 3.07 that materially and adversely affects hereunder. Unless the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following such discovery by or notice to the Collection Period in Servicer of such breach, the Servicer shall purchase any Receivable with respect to which it discovers such breach (or, at has a material adverse effect on such Receivable or the Servicer’s electioninterest therein of the Issuer, the last day Noteholders or the Note Insurer. In consideration of the first Collection Period following purchase of such Receivable, the Collection Period in which it discovers such breach) purchase from Servicer shall remit the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.5. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to have released all claims for reimbursement of Outstanding Advances made in receive Simple Interest Excess with respect of such to the related Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, the Trustees Note Insurer or the Securityholders against the Servicer Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 3.02 modifications of the Receivables or 3.07 any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this SectionSection 4.7; PROVIDED, except as otherwise provided in Section 6.02. Neither HOWEVER, that the Owner Trustee nor Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives 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 breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any duty breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to conduct any affirmative investigation as to be taken by the occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. Upon a The Representative, the Seller, the Servicer, the Security Insurer or the Owner Trustee shall inform the other parties and the Trustee promptly, in writing, upon the discovery of any breach of the Servicer's covenants pursuant to Section 4.2(b), 4.4, 4.5 or 4.6, or of any breach of the covenants of the Servicer set forth in Servicer's representations and warranties made pursuant to Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as 7.1(b). As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at if the Representative or the Servicer so elects, the first) month following the discovery by the Representative or the Servicer or receipt by the Representative or the Servicer of notice from any of the Representative, the Seller, the Servicer’s election, the last day Security Insurer, the Owner Trustee or the Trustee of such breach, unless such breach is cured by such date, the Representative and the Servicer jointly and severally shall be obligated to purchase any Receivable in which the interests of the first Collection Period Noteholders, the Certificateholders or the Security Insurer are materially and adversely affected by such breach as of such date. The "second month" shall mean the month following the Collection Period month in which it discovers such breach) discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit (or, if the Servicer shall fail to so remit, the Representative shall remit) the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.2(b), 4.4, 4.5 or 3.07 4.6, or to a breach of representations and warranties pursuant to Section 7.1(b), shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. Upon a The Representative, the Seller, the Servicer, the Security Insurer or the Issuer shall inform the other parties and the Trustee promptly, in writing, upon the discovery of any breach of the Servicer’s covenants pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or of any breach of the covenants of the Servicer set forth in Servicer’s representations and warranties made pursuant to Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as 7.1(b). As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at if the Servicer so elects, the first) month following the discovery by the Servicer or receipt by the Servicer of notice from any of the Representative, the Seller, the Servicer’s election, the last day Security Insurer, the Issuer or the Trustee of such breach, unless such breach is cured by such date, the Servicer shall be obligated to purchase any Receivable in which the interests of the first Collection Period Noteholders, the Certificateholders or the Security Insurer are materially and adversely affected by such breach as of such date. The “second month” shall mean the month following the Collection Period month in which it discovers such breach) discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or to a breach of representations and warranties pursuant to Section 3.02 or 3.07 7.1(b), shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7. A successor Servicer shall not have repurchase obligations for breaches by the predecessor servicer.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Company promptly, in writing, upon the discovery of any of the covenants of the Servicer set forth in breach pursuant to Section 3.07 4.02, 4.05 or 4.06 that materially and adversely affects the interests of the Issuer or the Securityholders Trust in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers Servicer shall purchase, as of such last day, any Receivable that is materially and adversely affected by such breach) . In consideration of the purchase from the Issuer of any such Receivable and pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such and Outstanding Simple Interest Advances on the Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any of the covenants of breach by the Servicer set forth in of its obligations under Section 3.07 4.02, 4.04 or 4.05 that would materially and adversely affects the interests of the Issuer or the Securityholders in affect any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s election, the last day of the first Collection Period following discovery), the Collection Period in which it discovers Servicer shall (whether or not such breachbreach was known to the Servicer on the Closing Date) purchase from any Receivable materially and adversely affected by such breach as of such last day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable and Receivable. In consideration of such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment (as reduced by any Outstanding Advances with respect to the Collection Account such Receivable) in the manner specified in Section 4.055.05. Upon such deposit For the purposes of this Section 4.06, the Administrative Purchase Payment, Payment shall consist in part of a release by the Servicer shall for of all purposes rights of this Agreement be deemed reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in with respect of such to the purchased Receivable. The sole remedy of the IssuerIndenture Trustee, the Trustees Owner Trustee, the Trust or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 by the Servicer of its obligations under Sections 4.02, 4.04 or 3.07 4.05 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section4.06.

Purchase of Receivables Upon Breach. Upon a breach (a) The Seller, the Servicer or the Owner Trustee, as the case may be, promptly shall inform the other parties to this Agreement, in writing, upon the discovery of any of breach pursuant to Section 3.2, 3.5 or 3.6. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period Servicer shall purchase any Receivable materially and adversely affected by such breach as determined by the Indenture Trustee (which shall include any Receivable as to which a breach of Section 3.6 has occurred) at the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.054.5. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section 3.7, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in respect of such on the Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 3.2, 3.5 or 3.07 3.6 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section3.7.

Purchase of Receivables Upon Breach. Upon a breach The Servicer, the Backup Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Seller promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.03, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Backup Servicer, the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party, the Indenture Trustee, the Seller, NH Credit and CNHCA promptly, in writing, upon the discovery of any breach pursuant to Sections 4.2, 4.4 or 4.5. Unless the breach shall have been cured by the last day of the covenants of Collection Period in which such breach is discovered, the Servicer set forth in Section 3.07 that shall purchase or shall cause CNHCA to purchase any Receivable materially and adversely affects affected by such breach as of such last day. If the interests Servicer takes any action during any Collection Period pursuant to Section 4.2 that impairs the rights of the Issuer Issuing Entity, the Indenture Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, Receivable or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described otherwise provided in Section 3.02, and such breach or impropriety shall not have been cured in all material respects4.2, the Servicer shall, shall purchase or shall cause CNHCA to purchase such Receivable as of the last day of such Collection Period. As consideration for the second Collection Period following purchase of any such Receivable pursuant to either of the Collection Period in which it discovers such breach (or, at the Servicer’s electiontwo preceding sentences, the last day of Servicer shall remit or shall cause CNHCA to remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.5. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.2, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the IssuerIssuing Entity, the Trustees Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 Sections 4.2, 4.4 or 3.07 4.5 shall be to require the Servicer to purchase the related or to cause CNHCA to purchase Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section. In no event shall the Backup Servicer as Successor Servicer be obligated to purchase any Receivables pursuant to this Section 4.6.

Purchase of Receivables Upon Breach. Upon a The Depositor, the Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Section 3.03, 3.06 or 3.07 with respect to any Receivable. If such breach shall not have been cured by the close of business on the last day of the covenants of Collection Period which includes the 30th day after the date on which the Servicer set forth in Section 3.07 that becomes aware of, or receives written notice from the Depositor, the Seller or the Owner Trustee of, such breach, and such breach materially and adversely affects the interests interest of the Issuer or the Securityholders in any a Receivable, or or, if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respectsapplies to more than one Receivable, such Receivables, the Servicer shallshall purchase such Receivable from the Issuer, as of the close of business on the last day of the second related Collection Period following Period, by remitting the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day Purchase Amount of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer each such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.054.07 on the related Deposit Date. Upon such deposit of When the Administrative Purchase PaymentAmount is included in Available Collections for a Payment Date, the Servicer shall for all purposes of this Agreement Issuer will, without further action, be deemed to have released sold and assigned to the Servicer, effective as of the last day of the Collection Period before the related Collection Period, all claims for reimbursement of Outstanding Advances made the Issuer’s right, title and interest in respect the Receivable purchased by the Servicer under this Section and all security and documents relating to such Receivable. The sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns such Receivable free and clear of any Lien, other than Permitted Liens. On the sale, the Servicer may take any action necessary or advisable to evidence the sale of such Receivable, free from any Lien of the Issuer or the Indenture Trustee. The sole remedy of the Issuer, the Trustees or and the Securityholders against the Servicer with respect to a breach pursuant to of Section 3.02 3.03, 3.06 or 3.07 with respect to any Receivable shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Company promptly, in writing, upon the discovery of any of the covenants of the Servicer set forth in breach pursuant to Section 3.07 4.02, 4.05 or 4.06 that materially and adversely affects the interests of the Issuer or the Securityholders Trust in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers Servicer shall purchase, as of such last day, any Receivable that is materially and adversely affected by such breach) . In consideration of the purchase from the Issuer of any such Receivable and pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such and Outstanding Simple Interest Advances on the Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party and the Depositor promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action in any Collection Period following pursuant to Section 4.02 that impairs the Collection Period right of the Trustee, the Trust or the Certificateholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such or Outstanding Simple Interest Advances on the Receivable. The Subject to Section 8.02, the sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Seller, the Depositor, the Issuer or the Indenture Trustee of a breach of any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other parties to this Agreement; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer set forth in under this Section 3.07 that materially and adversely affects the interests of the Issuer 4.07. On or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of before the last day of the second Collection Period following the Collection Period in which it discovers such or receives notice of a breach of any covenant set forth in Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach shall have been cured in all material respects by such date, purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase Paymentpurchase, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for the reimbursement of Outstanding outstanding Advances made in respect of the Receivables so purchased. Subject to Section 7.02, it is understood and agreed that the obligation of the Servicer to purchase any Receivable with respect to which such Receivable. The a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy of against the Servicer for such breach available to the Issuer, the Trustees Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders Certificateholders in any a Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer Trust such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the Business Day immediately preceding the related Payment Distribution Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders Certificateholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.027.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection except as otherwise provided in Section 7.02.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any of the covenants of the Servicer set forth in breach pursuant to Section 3.07 4.02, 4.06 or 4.07 that materially and adversely affects the interests of the Issuer or the Securityholders Certificateholders in any a Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.024.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer Trust such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the Business Day immediately preceding the related Payment Distribution Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.055.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders Certificateholders against the Servicer with respect to a breach pursuant to Section 3.02 4.02 or 3.07 4.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.027.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection except as otherwise provided in Section 7.02. In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable to the Servicer as set forth in Section 9.01(d).

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach pursuant to Section 4.02, 4.05 or 4.06. Unless the breach shall have been cured by the last day of the covenants of Collection Period following such discovery, the Servicer set forth in Section 3.07 that materially shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adversely affects adverse effect on the interests of the Issuer Depositor or the Securityholders Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in any Receivable, Receivable or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described otherwise provided in Section 3.02, and such breach or impropriety shall not have been cured in all material respects4.02, the Servicer shall, shall purchase such Receivable as of the last day of such Collection Period. In consideration of the second Collection Period following purchase of any such Receivable pursuant to either of the Collection Period in which it discovers such breach (or, at the Servicer’s electiontwo preceding sentences, the last day of Servicer shall remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.02, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Seller promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.02, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach of any of the covenants of the The Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders Trustee, as the case may be, shall inform the other party promptly, in any Receivablewriting, or if an improper extension, rescheduling or modification of a Receivable is made upon the discovery by the Servicer or an Authorized Officer of the Trustee, as described the case may be, of any breach by the Servicer of its covenants under Section 13.6. Except as otherwise specified in Section 3.0213.2, and such unless the breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in during which it discovers such breach was discovered (or, at the Servicer’s 's election, the last day of the first Collection Period following during which such breach was discovered), the Collection Period in which it discovers Servicer shall purchase any Receivable materially and adversely affected by such breach, as determined by the Servicer and reported in an Officer's Certificate as of such date. For this purpose, any breach of the covenant set forth in Section 13.6(iii) shall be deemed to materially and adversely affect the interest of the Trust in a Receivable. In consideration of the purchase from of such Receivable, the Issuer Servicer shall remit the Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Servicer in the Certificate Account with respect to such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account Section 13.3) in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable14.4. The sole remedy of the IssuerTrust, the Trustees Trustee, or the Securityholders Certificateholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 13.6 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.0213.7. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection 13.7 or the eligibility of any Receivable for purposes of the Agreement.

Purchase of Receivables Upon Breach. Upon The Servicer, the Transferor, the Issuer, the Custodian or the Trust Collateral Agent shall inform the other parties hereto [and the Note Insurer] promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of any the provisions of Section 4.2 relating to modifications of the covenants Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer set forth in Section 3.07 that materially and adversely affects hereunder. Unless the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following such discovery by or notice to the Collection Period in Servicer of such breach, the Servicer shall purchase any Receivable with respect to which it discovers such breach (or, at has a material adverse effect on such Receivable or the Servicer’s electioninterest therein of the Issuer, the last day Noteholders [or the Note Insurer]. In consideration of the first Collection Period following purchase of such Receivable, the Collection Period in which it discovers such breach) purchase from Servicer shall remit the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.5. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to have released all claims for reimbursement of Outstanding Advances made in receive Simple Interest Excess with respect of such to the related Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, [the Trustees Note Insurer] or the Securityholders against the Servicer Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 3.02 modifications of the Receivables or 3.07 any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this SectionSection 4.7; provided, except as otherwise provided in Section 6.02. Neither however, that the Owner Trustee nor Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee Trustee, [the Collateral Agent], the Back-up Servicer, the Custodian, the Transferor, [the Note Insurer], the Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives 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 breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any duty breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to conduct any affirmative investigation as to be taken by the occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. Upon discovery by any of the Master Servicer, the Seller, the Depositor, the Owner Trustee or the Indenture Trustee of a breach of any of the covenants of the Servicer set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other; provided, however, that the failure to give any such notice shall not affect any obligation of the Master Servicer under this Section 3.07 4.07. On or before the last day of the first Collection Period commencing after its discovery or receipt of notice of the breach of any covenant set forth in Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, or if an improper extensionthe Master Servicer shall, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and unless such breach or impropriety shall not have been cured in all material respectsrespects by such date, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Master Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit Subject to Section 7.02, it is understood and agreed that the obligation of the Administrative Purchase PaymentMaster Servicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of against the Master Servicer for such breach available to the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02Noteholders. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as Notwithstanding anything to the occurrence contrary, the Master Servicer shall not intentionally breach any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06 for the purpose of acquiring any condition requiring the repurchase of any Receivable pursuant to this SectionReceivable.

Purchase of Receivables Upon Breach. Upon a breach (a) The Seller, the Servicer or the Owner Trustee, as the case may be, promptly shall inform the other parties to this Agreement, in writing, upon the discovery of any of breach pursuant to Section 3.2, 3.5 or 3.6. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in Servicer shall purchase any Receivable materially and adversely affected by such breach as determined by the Indenture Trustee (which it discovers shall include any Receivable as to which a breach of Section 3.6 has occurred) at the Purchase Amount. In consideration of the purchase of such breach) purchase from Receivable, the Issuer such Receivable and Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.054.6(a). Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section 3.7, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Monthly Advances made in respect of such on the Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 3.2, 3.5 or 3.07 3.6 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section3.7.

Purchase of Receivables Upon Breach. Upon a breach The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 4.5 which materially and adversely affects the interests interest of the Issuer or the Securityholders Holders in any ReceivableReceivable (for this purpose, or if an improper extension, rescheduling or modification any breach of a Receivable is made by the Servicer as described covenant set forth in Section 3.024.5(iii) shall be deemed to materially and adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, and such unless the breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) discovery occurred), the Servicer shall purchase from any Receivable materially and adversely affected by such breach as of such last day. In consideration of the Issuer purchase of such Receivable and Receivable, the Servicer shall remit on the related Payment Date Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Administrative Purchase Payment to Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.4. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders Holders against the Servicer with respect to a breach pursuant to Section 3.02 4.2 or 3.07 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.024.6. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection 4.6 or the eligibility of any Receivable for purposes of this Agreement.

Purchase of Receivables Upon Breach. Upon a breach of any of The Representative, the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respectsDepositor, the Servicer shallor the Issuer shall inform the other parties, as Indenture Administrator and the Indenture Trustee, promptly, in writing, upon the discovery of any breach of the Servicer’s covenants pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or of any breach of the Servicer’s representations and warranties made pursuant to Section 7.1(b). As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at if the Servicer so elects, the first) month following the discovery by the Servicer or receipt by the Servicer of notice from any of the Representative, the Depositor, the Servicer’s election, the last day Issuer, the Indenture Administrator or the Indenture Trustee of such breach, unless such breach is cured by such date, the Servicer shall be obligated to purchase any Receivable in which the interests of the first Collection Period Noteholders or the Certificateholders are materially and adversely affected by such breach as of such date. The “second month” shall mean the month following the Collection Period month in which it discovers such breach) discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Indenture Trustee, the Indenture Administrator, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or to a breach of representations and warranties pursuant to Section 3.02 or 3.07 7.1(b), shall be limited to require the Servicer to purchase of Receivables in accordance with this Section 4.7. The Indenture Trustee, the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither Indenture Administrator and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7. A successor Servicer shall not have repurchase obligations for breaches by the predecessor servicer.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party promptly, in writing, upon the discovery of any of breach pursuant to Sections 4.2, 4.4, 4.5 or 4.6. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period month in which it discovers such breach discovery was made (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers Servicer shall purchase any Receivable materially and adversely affected by such breach. On each Determination Date, the Servicer will inform the Trustee and the Seller as to the Initial Receivables or Subsequent Receivables, if any, with respect to which the date on which the first Scheduled Payment had not occurred as of the applicable Cutoff Date and as to which such first Scheduled Payment has not been made or received by the Servicer within the earlier of (a) purchase from forty-five days after the Issuer contractual due date of such Receivable and remit payment or (b) the date on which the related Financed Vehicle is assigned for repossession. All such Receivables shall be repurchased by the Seller on the related Payment Date next Distribution Date. In consideration of the Administrative purchase of any such Receivable, the Seller shall remit the Purchase Payment to the Collection Account Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.4. The sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.2, 4.4, 4.5 or 3.07 4.6 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this SectionSection 4.7. The Trustee shall be under no duty or obligation to inquire or investigate as to the Servicer's compliance with Sections 4.2, except 4.4, 4.5 or 4.6. If the Backup Servicer is appointed successor Servicer pursuant to Section 9.2, such successor Servicer shall not be required to (i) repurchase any Receivables other than as otherwise provided in this Section 4.7 and subject to Section 9.2 or (ii) to obtain any physical damage insurance at the expense of the Obligor as provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section4.4(a)(i).

Purchase of Receivables Upon Breach. Upon a The Servicer, the Depositor, the Issuer or the Indenture Trustee shall inform the other parties to this Agreement and the Agent promptly, in writing, upon the discovery of any breach of Section 6.01, 6.02, 6.03, 6.04, 6.11, 6.14 or 7.01 hereof; provided, however, that the failure to give such notice shall not affect any of the covenants obligation of the Servicer set forth in Section 3.07 hereunder. Unless the breach shall have been cured by the last day of the first full Collection Period following such actual knowledge or receipt of notice by an Authorized Officer of the Servicer, the Servicer shall purchase as of the Business Day preceding the Determination Date relating to the respective Collection Period any Receivable that is materially and adversely affected by such breach or which materially and adversely affects the interests of any Noteholder (which shall include any Receivable as to which a breach of Section 6.02 has occurred). In consideration of the Issuer or the Securityholders in any purchase of such Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of shall remit the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Repurchase Price in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable3.03(a) hereof. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The purchase obligation set forth in this Section shall, except as provided below, be the sole remedy of the Indenture Trustee, the Issuer and the Noteholders with respect to any of the aforementioned breaches by the applicable Servicer; provided, however, that the Servicer shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer and the Noteholders and each of their respective officers, employees, directors, agents and representatives 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 breach. No predecessor or successor Servicer shall be responsible for the acts or omissions of such predecessor or successor Servicer. Upon receipt of the Repurchase Price and any related indemnity payments, the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, as are prepared by the Servicer and delivered to the Indenture Trustee and are necessary to vest in the Servicer or such designee the Issuer's right, title and interest in the Receivable. Indemnification by the Servicer under this Section 6.15 shall survive the termination of this Agreement (or, in the case of indemnification of the Indenture Trustee or the Backup Servicer, shall survive the resignation or removal of the Indenture Trustee or Backup Servicer, respectively). If the Servicer fails to repurchase any Receivable or make any indemnity payment which it is so required to acquire or make pursuant to this Section by the date specified, the Indenture Trustee shall be obligated promptly to notify the Contributor and the Agent of such failure, and the Contributor shall be obligated to purchase the Receivable or make such payment within five (5) Business Days following such notification and to deposit the Repurchase Price into the Collection Account or make such payment.

Purchase of Receivables Upon Breach. Upon a The Representative, the Seller, the Servicer, the Security Insurer or the Issuer shall inform the other parties and the Trustee promptly, in writing, upon the discovery of any breach of the Servicer's covenants pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or of any breach of the covenants of the Servicer set forth in Servicer's representations and warranties made pursuant to Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as 7.1(b). As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at if the Servicer so elects, the first) month following the discovery by the Servicer or receipt by the Servicer of notice from any of the Representative, the Seller, the Servicer’s election, the last day Security Insurer, the Issuer or the Trustee of such breach, unless such breach is cured by such date, the Servicer shall be obligated to purchase any Receivable in which the interests of the first Collection Period Noteholders, the Certificateholders or the Security Insurer are materially and adversely affected by such breach as of such date. The "second month" shall mean the month following the Collection Period month in which it discovers such breach) discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or to a breach of representations and warranties pursuant to Section 3.02 or 3.07 7.1(b), shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7. A successor Servicer shall not have repurchase obligations for breaches by the predecessor servicer.

Purchase of Receivables Upon Breach. Upon a The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach of any of the covenants of Servicer's obligations under Section 4.02, 4.05 or 4.06. Unless the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers such breach) Servicer shall purchase from the Issuer Trust any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture Trustee, the Noteholders or the Residual Interestholder in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable and remit from the Trust as of the close of business on the related Payment Date last day of such Collection Period. In consideration of the Administrative purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.02, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Noteholders or the Securityholders against the Servicer Residual Interestholder with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor and the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a The Seller, the ----------------------------------- Servicer, the Owner Trustee, or the Insurer, as the case may be, shall inform the other parties and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Servicer's covenants pursuant to Section 4.2(b), 4.5 or 4.6, or of any breach of the covenants Servicer's representations and warranties made pursuant to Section 7.1; provided, however, that the failure to give any -------- ------- such notice shall not affect the obligation of the Servicer set forth in under this Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as 4.7. As of the last day of the second Collection Period first month following the Collection Period discovery by the Servicer or receipt by the Servicer of notice from any of the Seller, the Servicer, the Owner Trustee, Insurer or the Indenture Trustee of such breach, unless such breach is cured by such date, the Servicer shall (i) purchase any Receivable in which it discovers the interests of the Insurer, the Noteholders or the Certificateholders are materially and adversely affected by such breach (or, at as of such date. The "first month" shall mean the Servicer’s electioncalendar month following the month in which discovery occurs or notice is given. In consideration of the purchase of any such Receivable pursuant to the preceding sentence, the last day of Servicer shall remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Indenture Trustee, the Insurer, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.2(b), 4.5 or 3.07 4.6, or to a breach of representations and warranties pursuant to Section 7.1, shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Indenture Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. Upon a breach The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 4.5 which materially and adversely affects the interests interest of the Issuer or the Securityholders Holders in any ReceivableReceivable (for this purpose, or if an improper extension, rescheduling or modification any breach of a Receivable is made by the Servicer as described covenant set forth in Section 3.024.5(iii) shall be deemed to materially and adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, and such unless the breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) discovery occurred), the Servicer shall purchase from any Receivable materially and adversely affected by such breach as of such last day. In consideration of the Issuer purchase of such Receivable and Receivable, the Servicer shall remit on the related Payment Date Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Administrative Purchase Payment to Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.4. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders Holders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.to

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any of the covenants of breach by the Servicer set forth in of its obligations under Section 3.07 4.02, 4.04 or 4.05 that would materially and adversely affects the interests of the Issuer or the Securityholders in affect any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s election, the last day of the first Collection Period following such Collection Period), the Collection Period in which it discovers Servicer shall (whether or not such breachbreach was known to the Servicer on the Closing Date) purchase from any Receivable materially and adversely affected by such breach as of such last day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable and Receivable. In consideration of such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment (as reduced by any Outstanding Advances with respect to the Collection Account such Receivable) in the manner specified in Section 4.055.05. Upon such deposit For the purposes of this Section 4.06, the Administrative Purchase Payment, Payment shall consist in part of a release by the Servicer shall for of all purposes rights of this Agreement be deemed reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in with respect of such to the purchased Receivable. The sole remedy of the IssuerIndenture Trustee, the Trustees Owner Trustee, the Trust or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 by the Servicer of its obligations under Sections 4.02, 4.04 or 3.07 4.05 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.024.06. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.35 (Nissan 2014-B Sale and Servicing Agreement)

Purchase of Receivables Upon Breach. Upon a The Depositor, the Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of any Section 3.03, 3.06 or 3.07. If such breach shall not have been cured by the close of business on the last day of the covenants of Collection Period which includes the 30th day after the date on which the Servicer set forth in Section 3.07 that becomes aware of, or receives written notice from the Depositor, the Seller, or the Owner Trustee of, such breach, and such breach materially and adversely affects the interests interest of the Issuer or the Securityholders in any a Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shallshall purchase such Receivable from the Issuer on the related Deposit Date; provided, as however, that, with respect to a breach of Section 3.03, the last day Servicer shall purchase the affected Receivable from the Issuer at the end of the second Collection Period following the Collection Period in which it discovers such breach (or, at occurs. In consideration of the Servicer’s electionpurchase of a Receivable hereunder, the last day Servicer shall remit the related Purchase Amount of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or Owner Trustee, the Securityholders against Indenture Trustee, the Servicer Noteholders and the Certificateholders with respect to a breach pursuant to of Section 3.02 3.03, 3.06 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the related Payment Deposit Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party and the Depositor promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action in any Collection Period following pursuant to Section 4.02 that impairs the Collection Period right of the Trustee, the Trust or the Certificateholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in respect of such on the Receivable. The Subject to Section 8.02, the sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any of the covenants of breach by the Servicer set forth in of its obligations under Section 3.07 4.02, 4.04 or 4.05 that would materially and adversely affects the interests of the Issuer or the Securityholders in affect any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of 35 (Nissan 2015-A Sale and Servicing Agreement) the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s election, the last day of the first Collection Period following such Collection Period), the Collection Period in which it discovers Servicer shall (whether or not such breachbreach was known to the Servicer on the Closing Date) purchase from any Receivable materially and adversely affected by such breach as of such last day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable and Receivable. In consideration of such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment (as reduced by any Outstanding Advances with respect to the Collection Account such Receivable) in the manner specified in Section 4.055.05. Upon such deposit For the purposes of this Section 4.06, the Administrative Purchase Payment, Payment shall consist in part of a release by the Servicer shall for of all purposes rights of this Agreement be deemed reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in with respect of such to the purchased Receivable. The sole remedy of the IssuerIndenture Trustee, the Trustees Owner Trustee, the Trust or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 by the Servicer of its obligations under Sections 4.02, 4.04 or 3.07 4.05 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section4.06.

Purchase of Receivables Upon Breach. Upon a breach of any of The Representative, the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respectsDepositor, the Servicer shallor the Issuer shall inform the other parties and the Indenture Trustee, as promptly, in writing, upon the discovery of any breach of the Servicer’s covenants pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or of any breach of the Servicer’s representations and warranties made pursuant to Section 7.1(b). As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at if the Servicer so elects, the first) month following the discovery by the Servicer or receipt by the Servicer of notice from any of the Representative, the Depositor, the Servicer’s election, the last day Issuer or the Indenture Trustee of such breach, unless such breach is cured by such date, the Servicer shall be obligated to purchase any Receivable in which the interests of the first Collection Period Noteholders or the Certificateholders are materially and adversely affected by such breach as of such date. The “second month” shall mean the month following the Collection Period month in which it discovers such breach) discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Indenture Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Sections 4.2(b), 4.4, 4.5 or 4.6, or to a breach of representations and warranties pursuant to Section 3.02 or 3.07 7.1(b), shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Indenture Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7. A successor Servicer shall not have repurchase obligations for breaches by the predecessor servicer.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee promptly, in writing, upon the actual knowledge of one of its Trust Officers of any of the covenants of the Servicer set forth in breach pursuant to Section 3.07 4.06 or 4.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any a Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, 4.02 and such breach or impropriety shall the Servicer does not have been cured elect to make Advances to cover resulting reductions in all material respectsinterest accruals as provided in Section 4.02, the Servicer shall, as party discovering such event shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach event (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such event shall have been cured in all material respects or such modification has been rescinded or the Servicer has elected to and does make all required Advances, purchase from the Issuer such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the Business Day immediately preceding the related Payment Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.055.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Owner Trustee, the Issuer, the Trustees Indenture Trustee or the any Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 4.02, 4.06 or 3.07 4.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.027.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection except as otherwise provided in Section 7.02. In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable to the Servicer as set forth in Section 9.01(d).

Purchase of Receivables Upon Breach. Upon a The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach of any of the covenants of Servicer's obligations under Section 4.02, 4.05 or 4.06. Unless the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Noteholders or the Certificateholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02 [subject to exception for reductions in interest rates], the Servicer shall purchase from the Issuer such Receivable and remit as of the close of business on the related Payment Date last day of such Collection Period. In consideration of the Administrative purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.02, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor and the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a The Depositor, the Seller, the Master Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of any Section 3.03, 3.06 or 3.07. If such breach shall not have been cured by the close of business on the last day of the covenants of Collection Period which includes the 30th day after the date on which the Master Servicer set forth in Section 3.07 that becomes aware of, or receives written notice from the Depositor, the Seller, or the Owner Trustee of, such breach, and such breach materially and adversely affects the interests interest of the Issuer or the Securityholders in any a Receivable, or if an improper extensionthe Master Servicer shall purchase such Receivable from the Issuer on the related Deposit Date; provided, rescheduling or modification however, that, with respect to a breach of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects3.03, the Master Servicer shall, as shall purchase the affected Receivable from the Issuer at the end of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at occurs. In consideration of the Servicer’s electionpurchase of a Receivable hereunder, the last day Master Servicer shall remit the related Purchase Amount of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or Owner Trustee, the Securityholders against Indenture Trustee, the Servicer Noteholders and the Certificateholders with respect to a breach pursuant to of Section 3.02 3.03, 3.06 or 3.07 shall be to require the Master Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Seller, the Depositor, the Owner Trustee or the Indenture Trustee of a breach of any of the covenants set forth in Sections 4.02(b), 4.04, 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07. On or before the last day of the first Collection Period commencing after its discovery or receipt of notice of the breach of any covenant set forth in Section 3.07 Sections 4.02(b), 4.04, 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02shall, and unless such breach or impropriety shall not have been cured in all material respectsrespects by such date, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit Subject to Section 7.02, it is understood and agreed that the obligation of the Administrative Purchase PaymentServicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer shall for all purposes of this Agreement be deemed such breach available to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon a The Servicer, the Trustee or the Certificate Insurer shall inform the other parties promptly, in writing, upon the discovery of any breach by the Servicer of its obligations under Section 4.5 or 4.6; provided, that the Trustee shall have no duty to inquire concerning, or to investigate, the breach of any of such obligations. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respectsby the last day of the Collection Period following the Collection Period during which the Servicer becomes aware of, or receives written notice of such breach, the Servicer shallshall purchase as of such day (or, at the Servicer's option, as of the last day of the second Collection Period following the Collection Period month in which it discovers such breach was discovered) any Receivable materially and adversely affected by such breach and any Receivable in which the interest of the Trust or of the Certificate Insurer is materially and adversely affected by such breach (or, at unless such Receivable is otherwise being purchased pursuant to Section 3.2 or 11.2). In consideration of the Servicer’s electionpurchase of such Receivable, the last day of Servicer shall remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer Purchase Amount with respect to such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.3. The sole remedy of the IssuerTrustee, the Trustees Trust, the Certificateholders or the Securityholders against the Servicer Certificate Insurer with respect to a breach pursuant to Section 3.02 4.5 or 3.07 4.6 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.024.7. Neither The Servicer shall notify the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence Certificate Insurer of any condition requiring the repurchase purchase of any a Receivable pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. Upon a breach The Depositor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Depositor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 4.5 which materially and adversely affects the interests interest of the Issuer or the Securityholders Holders in any ReceivableReceivable (for this purpose, or if an improper extension, rescheduling or modification any breach of a Receivable is made by the Servicer as described covenant set forth in Section 3.024.5(iii) shall be deemed to materially and adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, and such unless the breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) discovery occurred), the Servicer shall purchase from any Receivable materially and adversely affected by such breach as of such last day. In consideration of the Issuer purchase of such Receivable and Receivable, the Servicer shall remit on the related Payment Date Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Administrative Purchase Payment to Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.4. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders Holders against the Servicer with respect to a breach pursuant to Section 3.02 4.2 or 3.07 Section 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.024.6. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection 4.6 or the eligibility of any Receivable for purposes of this Agreement.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Collateral Agent shall inform the other such party and the Notice Parties promptly, in writing, upon the discovery (or, in the case of the Collateral Agent, upon the actual knowledge of any Collateral Agent Officer) of the covenants any material breach pursuant to Section 3.4, 3.5 or 3.6 or of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of requirement to purchase a Receivable is made by pursuant to the Servicer as described in third sentence of Section 3.023.2. With respect to breaches pursuant to Section 3.4, and 3.5 or 3.6, unless such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, by the last day of the first Collection Period following commencing after the Servicer's receipt of written notice of such discovery or the Servicer's actual knowledge of such breach, whichever is earlier (or, at the Servicer's election, the last day of the current Collection Period), the initial Servicer shall purchase any Receivable with respect to which the interest of any Secured Party is materially and adversely affected by such breach on such last day of such first Collection Period. Each Receivable that is required to be repurchased pursuant to the third sentence of Section 3.2 shall be purchased by the initial Servicer on the last day of the Collection Period in which it discovers such breach) the applicable extension was granted. In consideration of the purchase from of a Receivable pursuant to this Section, the Issuer such Receivable and initial Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Repurchase Amount in the manner specified in Section 4.054.5. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section 3.7, the Repurchase Amount with respect to have released a Receivable shall consist in part of a release by the Servicer of all claims for rights of reimbursement of with respect to Outstanding Servicer Advances made in respect of such on the Receivable. The Notwithstanding anything to the contrary in this Agreement or any other Related Document, the sole remedy of the IssuerCollateral Agent, the Trustees Administrative Agent, the Surety Provider, the Parallel Lenders, the Bank Agent or the Securityholders against the Servicer Lender with respect to a breach pursuant to Section 3.02 3.4, 3.5 or 3.07 3.6 shall be to require the initial Servicer to purchase the related repurchase Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section3.7.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.06. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such and Outstanding Simple Interest Advances on the Receivable. The Subject to Section 7.02, the sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a The Seller, the Servicer, the Owner Trustee, or the Insurer, as the case may be, shall inform the other parties and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Servicer's covenants pursuant to Section 4.2(b), 4.5 or 4.6, or of any breach of the covenants Servicer's representations and warranties made pursuant to Section 7.1; provided, however, that the failure to give any such notice shall not affect the obligation of the Servicer set forth in under this Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as 4.7. As of the last day of the second Collection Period first month following the Collection Period discovery by the Servicer or receipt by the Servicer of notice from any of the Seller, the Servicer, the Owner Trustee, Insurer or the Indenture Trustee of such breach, unless such breach is cured by such date, the Servicer shall purchase any Receivable in which it discovers the interests of the Insurer, the Noteholders or the Certificateholders are materially and adversely affected by such breach (or, at as of such date. The "first month" shall mean the Servicer’s electioncalendar month following the month in which discovery occurs or notice is given. In consideration of the purchase of any such Receivable as described above, the last day of Servicer shall remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Indenture Trustee, the Insurer, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.2(b), 4.5 or 3.07 4.6, or to a breach of representations and warranties pursuant to Section 7.1, shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Indenture Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that Sections 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Securityholders in Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any Receivableobligation of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or if an improper extensionwas notified of such breach, rescheduling or modification then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of a Receivable is made such Collection Period. Any such purchase by the Servicer as described in Section 3.02, and shall be at a price equal to the Purchased Amount. In consideration for such breach or impropriety shall not have been cured in all material respectsrepurchase, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach shall make (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breachor shall cause to be made) purchase from a payment to the Issuer equal to the Purchased Amount by depositing such Receivable and remit on the related Payment Date the Administrative Purchase Payment to amount into the Collection Account in the manner specified in accordance with Section 4.055.04 on such Payment Date. Upon payment of such deposit Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Administrative Purchase Payment, Servicer to purchase any Receivable as described above shall constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of respecting such breach available to the Issuer, the Trustees or Owner Trustee, the Securityholders against Certificateholders, the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Noteholders and the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.Trustee. (2009-A Sale and Servicing Agreement)

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party, the Indenture Trustee, the Seller and Case Credit promptly, in writing, upon the discovery of any breach pursuant to SECTION 4.2, 4.4 or 4.5. Unless the breach shall have been cured by the last day of the covenants of Collection Period in which such breach is discovered, the Servicer set forth in Section 3.07 that shall purchase any Receivable materially and adversely affects affected by such breach as of such last day. If the interests Servicer takes any action during any Collection Period pursuant to SECTION 4.2 that impairs the rights of the Issuer Issuer, the Indenture Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, Receivable or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described otherwise provided in Section 3.02, and such breach or impropriety shall not have been cured in all material respectsSECTION 4.2, the Servicer shall, shall purchase such Receivable as of the last day of such Collection Period. As consideration for the second Collection Period following purchase of any such Receivable pursuant to either of the Collection Period in which it discovers such breach (or, at the Servicer’s electiontwo preceding sentences, the last day of Servicer shall remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.05SECTION 5.4. Upon such deposit of the Administrative Purchase PaymentSubject to SECTION 7.2, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 SECTION 4.2, 4.4 or 3.07 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a The Depositor, the Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of any Section 3.03, 3.06 or 3.07. If such breach shall not have been cured by the close of business on the last day of the covenants of Collection Period which includes the 30th day after the date on which the Servicer set forth in Section 3.07 that becomes aware of, or receives written notice from the Depositor, the Seller, the or Owner Trustee of, such breach, and such breach materially and adversely affects the interests interest of the Issuer or the Securityholders in any a Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shallshall purchase such Receivable from the Issuer on the Distribution Date following such Collection Period; provided, as however, that, with respect to a breach of Section 3.03, the last day Servicer shall purchase the affected Receivable from the Issuer at the end of the second Collection Period following the Collection Period in which it discovers such breach (or, at occurs. In consideration of the Servicer’s electionpurchase of a Receivable hereunder, the last day Servicer shall remit the related Purchase Amount of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or Owner Trustee, the Securityholders against Indenture Trustee, the Servicer Noteholders and the Certificateholders with respect to a breach pursuant to of Section 3.02 3.03, 3.06 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Seller, the Owner Trustee, the Indenture Trustee or the Backup Servicer of a breach of any of the covenants set forth in Sections 4.02(c), 4.05(a) or 4.06 (which breach has not been waived by the Controlling Party), the party discovering such breach shall give prompt written notice to the other parties; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07. On or before the last day of the first Collection Period following its discovery or receipt of notice of any breach of any covenant set forth in Section 3.07 Sections 4.02(c), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders, the Noteholders or the Securityholders Security Insurer in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02shall, and unless such breach or impropriety shall not have been cured in all material respectsrespects by such date, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to Amount into the Collection Account in the manner specified in Section 4.055.04. Upon such deposit Subject to Section 7.02, it is understood and agreed that the obligation of the Administrative Purchase PaymentServicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer shall for all purposes of this Agreement be deemed such breach available to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon discovery by the ----------------------------------- Depositor, the Insurer, the Master Servicer, the Subservicer or the Issuer or upon the actual knowledge of the Indenture Trustee of a breach of any of the covenants of the Master Servicer or the Subservicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer Issuer, the Insurer, the Trustees or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Master Servicer or the Subservicer as described in Section 3.023.03, and the party discovering such breach or impropriety shall not have been cured in all material respectsgive prompt written notice to the others, the Servicer shall, as Indenture Trustee and the Insurer. As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Master Servicer's election, the last day of the Collection Period in which it discovers or receives notice of such breach) the Master Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the related Payment Deposit Date the Administrative Purchase Master Servicer shall remit the Repurchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.04. The sole remedy of the Issuer, the Trustees or the Securityholders against the Master Servicer or the Subservicer with respect to a breach pursuant to Section 3.02 3.03 or 3.07 shall be to require the Master Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, the Sellers, the Depositor, the Owner Trustee or the Indenture Trustee of a breach of any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07. On or before the last day of the first Collection Period following its discovery or receipt of notice of the breach of any covenant set forth in Section 3.07 Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02shall, and unless such breach or impropriety shall not have been cured in all material respectsrespects by such date, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit Subject to Section 7.02, it is understood and agreed that the obligation of the Administrative Purchase PaymentServicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer shall for all purposes of this Agreement be deemed such breach available to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon a The Depositor, the Seller, the Master Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of any Section 3.03, 3.06 or 3.07. If such breach shall not have been cured by the close of business on the last day of the covenants of Collection Period which includes the 30th day after the date on which the Master Servicer set forth in Section 3.07 that becomes aware of, or receives written notice from the Depositor, the Seller, or the Owner Trustee of, such breach, and such breach materially and adversely affects the interests interest of the Issuer or the Securityholders in any a Receivable, or if an improper extensionthe Master Servicer shall purchase such Receivable from the Issuer on the related Deposit Date; provided, rescheduling or modification however, that, with respect to a breach of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects3.03, the Master Servicer shall, as shall purchase the affected Receivable from the Issuer at the end of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at occurs. In consideration of the Servicer’s electionpurchase of a Receivable hereunder, the last day Master Servicer shall remit the related Purchase Amount of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.08. The sole remedy of the Issuer, the Trustees or Owner Trustee, the Securityholders against Indenture Trustee, the Servicer Noteholders and the Certificateholders with respect to a breach pursuant to of Section 3.02 3.03, 3.06 or 3.07 shall be to require the Master Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Depositor, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Depositor, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 4.5 which materially and adversely affects the interests interest of the Issuer or the Securityholders Noteholders in any Receivable, or if an improper extension, rescheduling or modification ; provided that delivery of a Receivable is made the Servicer’s Certificate (specifying the aggregate Repurchase Amount for the related Collection Period) shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach. Except as described otherwise specified in Section 3.024.2, and such unless the breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) discovery occurred), the Servicer shall purchase from any Receivable materially and adversely affected by such breach as of such last day. In consideration of the Issuer purchase of such Receivable and Receivable, the Servicer shall remit on the related Payment Date Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Administrative Purchase Payment to Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.3. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders Noteholders against the Servicer with respect to a breach pursuant to Section 3.02 4.2 or 3.07 Section 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.024.6. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection 4.6 or the eligibility of any Receivable for purposes of this Agreement.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party, the Indenture Trustee, the Seller and Case Credit promptly, in writing, upon the discovery of any breach pursuant to Sections 4.2, 4.4 or 4.5. Unless the breach shall have been cured by the last day of the covenants of Collection Period in which such breach is discovered, the Servicer set forth in Section 3.07 that shall purchase any Receivable materially and adversely affects affected by such breach as of such last day. If the interests Servicer takes any action during any Collection Period pursuant to Section 4.2 that impairs the rights of the Issuer Issuer, the Indenture Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, Receivable or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described otherwise provided in Section 3.02, and such breach or impropriety shall not have been cured in all material respects4.2, the Servicer shall, shall purchase such Receivable as of the last day of such Collection Period. As consideration for the second Collection Period following purchase of any such Receivable pursuant to either of the Collection Period in which it discovers such breach (or, at the Servicer’s electiontwo preceding sentences, the last day of Servicer shall remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.5. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.2, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 Sections 4.2, 4.4 or 3.07 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section. In no event shall the Backup Servicer as Successor Servicer be obligated to purchase any Receivables pursuant to this Section 4.6.

Purchase of Receivables Upon Breach. Upon a breach (a) The Master Servicer, the Depositor or the Owner Trustee, as the case may be, promptly shall inform the other parties to this Agreement, in writing, upon the discovery of any of breach pursuant to Section 3.2, 3.4 or 3.5. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Master Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in Master Servicer shall purchase any Receivable materially and adversely affected by such breach (which it discovers such breachshall include any Receivable as to which a breach of Section 3.5 has occurred) purchase from the Issuer such Receivable and remit on at the related Payment Date the Administrative Purchase Payment Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration of the purchase of such Receivable, the Master Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.4. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Securities Administrator, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 3.2, 3.4 or 3.07 3.5 shall be to require the Master Servicer to purchase the related Receivables pursuant to this SectionSection 3.6, except as otherwise provided in subject to Section 6.022(b)(A) of the Administrator Agreement. Neither In addition, the Owner Trustee nor Master Servicer, consistent with the Indenture Trustee shall have any exercise of its duty to conduct any affirmative investigation as enforce the obligations of the Receivables Servicers relating to the occurrence servicing of any condition requiring the Receivables under the respective Receivables Servicing Agreements, shall enforce the respective repurchase obligations of any Receivable pursuant to this Sectionthe Receivables Servicers under the terms of the Receivables Servicing Agreements.

Purchase of Receivables Upon Breach. Upon a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any ReceivableSecurityholders, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the ----------------------------------- Trustee shall inform the other party and the Depositor promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action in any Collection Period following pursuant to Section 4.02 that impairs the Collection Period right of the Trustee, the Trust or the Certificateholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such or Outstanding Simple Interest Advances on the Receivable. The Subject to Section 8.02, the sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Seller, the Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by the Seller, the Servicer or an Authorized Officer of the Indenture Trustee or the Owner Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 4.5 which materially and adversely affects the interests interest of the Issuer or the Securityholders Holders in any ReceivableReceivable (for this purpose, or if an improper extension, rescheduling or modification any breach of a Receivable is made by the Servicer as described covenant set forth in Section 3.024.5(iii) shall be deemed to materially and adversely affect the interest of the Holders in a Receivable). Except as otherwise specified in Section 4.2, and such unless the breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery occurred (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) discovery occurred), the Servicer shall purchase from any Receivable materially and adversely affected by such breach as of such last day. In consideration of the Issuer purchase of such Receivable and Receivable, the Servicer shall remit on the related Payment Date Repurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, by the Administrative Purchase Payment to Servicer in the Collection Account with respect to such Receivable pursuant to Section 4.3) in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.4. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders Holders against the Servicer with respect to a breach pursuant to Section 3.02 4.2 or 3.07 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.require

Purchase of Receivables Upon Breach. Upon a The Servicer or the Trustee shall inform the other party and the Depositor promptly, in writing, upon the discovery of any breach of any of Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action in any Collection Period following pursuant to Section 4.02 that impairs the Collection Period right of the Trustee, the Trust or the Certificateholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in respect of such on the Receivable. The Subject to Section 8.02, the sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by the Seller or the Servicer or upon the actual knowledge of a Responsible Officer of the Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders Certificateholders in any a Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer Trust such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the Business Day immediately preceding the related Payment Distribution Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders Certificateholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.027.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection except as otherwise provided in Section 9.02.

Purchase of Receivables Upon Breach. Upon discovery by any of the Servicer, Purchaser or Backup Servicer of a breach of any of the covenants set forth in Sections 3.02(c), 3.05(a) or 3.06 (which breach has not been waived by the Purchaser), the party discovering such breach shall give prompt written notice to the other party; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 3.07; and provided further that, with respect to the Backup Servicer, "discovery" shall mean actual knowledge by a Trust Officer. On or before the last day of the first Collection Period following its discovery or receipt of notice of any breach of any covenant set forth in Section 3.07 Sections 3.02(c), 3.05(a) or 3.06 that materially and adversely affects the interests of the Issuer or the Securityholders in any ReceivablePurchaser, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02shall, and unless such breach or impropriety shall not have been cured in all material respectsrespects by such date, purchase from the Purchaser the Receivable affected by such breach. In consideration of the purchase of any such Receivable, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and shall remit on the related Payment Date the Administrative Purchase Payment to Amount into the Collection Account in the manner specified in Section 4.054.04. Upon such deposit Subject to Section 5.02, it is understood and agreed that the obligation of the Administrative Purchase PaymentServicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer for such breach available to the Purchaser. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Servicer, the Servicer shall for indemnify the Seller, the Backup Servicer and the Purchaser against all purposes costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of this Agreement counsel, which may be deemed to have released all asserted against or incurred by either of them as a result of third party claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy arising out of the Issuer, the Trustees events or the Securityholders against the Servicer with respect facts giving rise to a breach pursuant to Section 3.02 of the covenants or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided representations and warranties set forth in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSections 3.05 or 3.06.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee, as the case may be, shall inform the other party promptly, in writing, upon the discovery by the Servicer or the Trustee, as the case may be, of any of the covenants of breach by the Servicer set forth in of its covenants under Section 3.07 that 3.4 which materially and adversely affects the interests interest of the Issuer or the Securityholders Trust in any Receivable (for this purpose, any breach of the covenant set forth in subsections 3.4(b), (c) or (d) shall be deemed to materially and adversely affect the interest of the Trust in a Receivable). Except as otherwise specified in Sections 3.2, or if an improper extension, rescheduling or modification of a Receivable is made by unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Monthly Period following the Collection Monthly Period in which it discovers such breach discovery occurred (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Monthly Period in which it discovers such discovery occurred), the Servicer shall purchase any Receivable materially and adversely affected by such breach) , as of such last day. In consideration of the purchase from of such Receivable, the Issuer such Receivable and Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Repurchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.4. The sole remedy of the IssuerTrust, the Trustees Trustee, or the Securityholders Certificateholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 3.4 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.023.5. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection 3.5 or the eligibility of any Receivable for purposes of this Agreement. The Trustee shall not be deemed to have discovered any breach as described in this Section 3.5 and shall have no obligation to give any notice pursuant to this Section 3.5 unless a Responsible Officer of the Trustee has actual knowledge of such breach.

Purchase of Receivables Upon Breach. Upon a The Servicer or the Trustee shall inform the other party and the Certificate Insurer promptly, in writing, upon the discovery of any breach of Section 3.2, 3.4, 3.5 or 3.6; provided, however, that the failure to give such notice shall not affect any of the covenants obligation of the Servicer set forth in Section 3.07 that materially and adversely affects hereunder. Unless the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers Servicer shall purchase any Receivable materially and adversely affected by such breach) . In consideration of the purchase from of such Receivable, the Issuer such Receivable and Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.5. The sole remedy of the IssuerTrustee, the Trustees Trust, the Certificate Insurer or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to of Section 3.02 3.2, 3.4, 3.5 or 3.07 3.6 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this SectionSection 3.7; provided, except however, that the Servicer so long as otherwise provided in Section 6.02the Servicer is CPS, shall indemnify the Trustee, the Standby Servicer, the Collateral Agent, the Certificate Insurer, the Trust and the Certificateholders 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 breach. Neither If it is determined that the Owner Trustee nor management, administration and servicing of the Indenture Trustee shall have any duty to conduct any affirmative investigation as to Receivables and operation of the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this SectionAgreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Sections 3.2, 3.4, 3.5 or 3.6 if not otherwise such a breach. The Depositor shall have no obligation to repurchase the Receivables upon a breach of Section 3.2, 3.4, 3.5 or 3.6. The Depositor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 3.7.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or ----------------------------------- the Trustee shall inform the other party and the Company promptly, in writing, upon the discovery of any of the covenants of the Servicer set forth in breach pursuant to Section 3.07 3.02, 3.05 or 3.06 that materially and adversely affects the Certificateholders' interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and . Unless such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers Servicer shall purchase, as of such last day, any Receivable that is materially and adversely affected by such breach) . In consideration of the purchase from the Issuer of any such Receivable and pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment Amount to the Collection Account in the manner specified in Section 4.055.04. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section 3.07, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such or Outstanding Simple Interest Advances on the Receivable. The sole remedy of the IssuerTrustee, the Trustees Trust or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 3.02, 3.05 or 3.07 3.06 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this Section, except as otherwise provided in Section 6.023.07. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the ----------------------------------- Owner Trustee shall inform the other party and the Indenture Trustee and the Company promptly, in writing, upon the discovery of any of the covenants of the Servicer set forth in breach pursuant to Section 3.07 4.02, 4.05 or 4.06 that materially and adversely affects the interests of the Issuer or the Securityholders Trust in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers Servicer shall purchase, as of such last day, any Receivable that is materially and adversely affected by such breach) . In consideration of the purchase from the Issuer of any such Receivable and pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such and Outstanding Simple Interest Advances on the Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach (a) The Master Servicer, the Depositor or the Owner Trustee, as the case may be, promptly shall inform the other parties to this Agreement, in writing, upon the discovery of any of breach pursuant to Section 3.2, 3.4 or 3.5. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Master Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in Master Servicer shall purchase any Receivable materially and adversely affected by such breach (which it discovers such breachshall include any Receivable as to which a breach of Section 3.5 has occurred) purchase from the Issuer such Receivable and remit on at the related Payment Date the Administrative Purchase Payment Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration of the purchase of such Receivable, the Master Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.4. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Securities Administrator, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 3.2, 3.4 or 3.07 3.5 shall be to require the Master Servicer to purchase the related Receivables pursuant to this SectionSection 3.6. In addition, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Master Servicer, consistent with the Indenture Trustee shall have any exercise of its duty to conduct any affirmative investigation as enforce the obligations of the Receivables Servicers relating to the occurrence servicing of any condition requiring the Receivables under the respective Receivables Servicing Agreements, shall enforce the respective repurchase obligations of any Receivable pursuant to this Sectionthe Receivables Servicers under the terms of the Receivables Servicing Agreements.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party, the Indenture Trustee, the Seller, NH Credit and CNHCA promptly, in writing, upon the discovery of any breach pursuant to Section 4.2, 4.4 or 4.5. Unless the breach shall have been cured by the last day of the covenants of Collection Period in which such breach is discovered, the Servicer set forth in Section 3.07 that shall purchase any Receivable materially and adversely affects affected by such breach as of such last day. If the interests Servicer takes any action during any Collection Period pursuant to Section 4.2 that impairs the rights of the Issuer Issuer, the Indenture Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, Receivable or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described otherwise provided in Section 3.02, and such breach or impropriety shall not have been cured in all material respects4.2, the Servicer shall, shall purchase such Receivable as of the last day of such Collection Period. As consideration for the second Collection Period following purchase of any such Receivable pursuant to either of the Collection Period in which it discovers such breach (or, at the Servicer’s electiontwo preceding sentences, the last day of Servicer shall remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.4. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.2, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.2, 4.4 or 3.07 4.5 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section. In no event shall the Backup Servicer as Successor Servicer be obligated to purchase any Receivables pursuant to this Section 4.6.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that Sections 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Securityholders in Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any Receivableobligation of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or if an improper extensionwas notified of such breach, rescheduling or modification then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of a Receivable is made such Collection Period. Any such purchase by the Servicer as described in Section 3.02, and shall be at a price equal to the Purchased Amount. In consideration for such breach or impropriety shall not have been cured in all material respectsrepurchase, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach shall make (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breachor shall cause to be made) purchase from a payment to the Issuer equal to the Purchased Amount by depositing such Receivable and remit on the related Payment Date the Administrative Purchase Payment to amount into the Collection Account in the manner specified in accordance with Section 4.055.04 on such Payment Date. Upon payment of such deposit Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Administrative Purchase Payment, Servicer to purchase any Receivable as described above shall constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of respecting such breach available to the Issuer, the Trustees or Owner Trustee, the Securityholders against Certificateholders, the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Noteholders and the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.Trustee. (200[ ]-[ ] Sale and Servicing Agreement)

Purchase of Receivables Upon Breach. Upon discovery by any of the Master Servicer, the Seller, the Depositor, the Owner Trustee or the Indenture Trustee of a breach of any of the covenants of the Servicer set forth in Sections 4.02(b), 4.04, 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other; provided, however, that the failure to give any such notice shall not affect any obligation of the Master Servicer under this Section 3.07 4.07. On or before the last day of the first Collection Period commencing after its discovery or receipt of notice of the breach of any covenant set forth in Sections 4.02(b), 4.04, 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, or if an improper extensionthe Master Servicer shall, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and unless such breach or impropriety shall not have been cured in all material respectsrespects by such date, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer the Receivable affected by such Receivable and breach. In consideration of the purchase of any such Receivable, the Master Servicer shall remit on the related Payment Date Purchase Amount into the Administrative Purchase Payment Collection Account, with written notice to the Collection Account Indenture Trustee of such deposit, in the manner specified in Section 4.055.04. Upon such deposit Subject to Section 7.02, it is understood and agreed that the obligation of the Administrative Purchase PaymentMaster Servicer to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of against the Master Servicer for such breach available to the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionNoteholders.

Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by 30 the Servicer as described in Section 3.02, and the party discovering such breach or impropriety shall not have been cured in all material respects, give prompt written notice to the Servicer shall, as others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s 's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach) ), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the related Payment Deposit Date the Servicer shall remit the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05, and shall be entitled to receive the Released Administrative Amount. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach (a) The Seller, the Servicer or the Owner Trustee, as the case may be, promptly shall inform the other parties to this Agreement, in writing, upon the discovery of any of breach pursuant to Section 3.2, 3.5 or 3.6. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in Servicer shall purchase any Receivable materially and adversely affected by such breach as determined by the Indenture Trustee (which it discovers shall include any Receivable as to which a breach of Section 3.6 has occurred) at the Purchase Amount. In consideration of the purchase of such breach) purchase from Receivable, the Issuer such Receivable and Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.054.6(a). Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section 3.7, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimburse ment with respect to have released all claims for reimbursement of Outstanding Monthly Advances made in respect of such on the Receivable. The sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 3.2, 3.5 or 3.07 3.6 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section3.7.

Purchase of Receivables Upon Breach. Upon a The Servicer or the Trustee shall inform the other party and the Certificate Insurer promptly, in writing, upon the discovery of any breach of Section 3.2, 3.4, 3.5 or 3.6; provided, however, that the failure to give such notice shall not affect any of the covenants obligation of the Servicer set forth in Section 3.07 that materially and adversely affects hereunder. Unless the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period following Period), the Collection Period in which it discovers Servicer shall purchase any Receivable materially and adversely affected by such breach) . In consideration of the purchase from of such Receivable, the Issuer such Receivable and Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.5. The sole remedy of the IssuerTrustee, the Trustees Trust, the Certificate Insurer or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to of Section 3.02 3.2, 3.4, 3.5 or 3.07 3.6 shall be to require the Servicer to purchase the related repurchase Receivables pursuant to this SectionSection 3.7; provided, except however, that the Servicer shall indemnify the Trustee, the Standby Servicer, the Collateral Agent, the Certificate Insurer, the Trust and the Certificateholders 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 otherwise provided in Section 6.02a result of third party claims arising out of the events or facts giving rise to such breach. Neither If it is determined that the Owner Trustee nor management, administration and servicing of the Indenture Trustee shall have any duty to conduct any affirmative investigation as to Receivables and operation of the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this SectionAgreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Section 3.2, 3.4, 3.5 or 3.6 if not otherwise such a breach.

Purchase of Receivables Upon Breach. Upon The Seller, the Servicer, the Backup Servicer, or the Trustee, as the case may be, shall, and a Certificate Majority may, inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.4, 3.5 or 3.6; provided, however, that the failure to give such notice shall not affect any of the covenants obligation of the Servicer set forth in Section 3.07 that materially and adversely affects hereunder. Unless the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, by the last day of the first Collection Period full calendar month following such discovery by or notice to the Collection Period in Servicer of the breach, the Servicer shall have an obligation, and the Trustee shall (provided that a Trustee Officer either has made such discovery or has received notice thereof) enforce such obligation of the Servicer, to repurchase any Receivable with respect to which it discovers such breach) purchase from the Issuer breach has a material adverse effect on such Receivable and or the interest therein of the Trust or the Certificateholders. In consideration of the purchase of such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.054.4. Upon such deposit The Servicer shall indemnify the Seller, the Trustee, the Backup Servicer, and their respective officers, directors, employees and agents, the Trust and the Certificateholders 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 Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed events or facts giving rise to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Sectionbreach.

Purchase of Receivables Upon Breach. Upon The Seller, the Servicer, the Backup Servicer, the Collateral Agent or the Trustee, as the case may be, shall, and a Certificate Majority may, inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach of SECTIONS 3.2, 3.4, 3.5 or 3.6; PROVIDED, HOWEVER, that the failure to give such notice shall not affect any of the covenants obligation of the Servicer set forth in Section 3.07 that materially and adversely affects hereunder. Unless the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, by the last day of the first Collection Period full calendar month following such discovery by or notice to the Collection Period in Servicer of the breach, the Servicer shall have an obligation, and the Trustee shall (provided that a Trustee Officer either has made such discovery or has received notice thereof) enforce such obligation of the Servicer, to repurchase any Receivable with respect to which it discovers such breach) purchase from the Issuer breach has a material adverse effect on such Receivable and or the interest therein of the Trust or the Certificateholders. In consideration of the purchase of such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.05SECTION 4.4. Upon such deposit The Servicer shall indemnify the Seller, the Trustee, the Backup Servicer, the Collateral Agent and their respective officers, directors, employees and agents, the Trust and the Certificateholders 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 Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed events or facts giving rise to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivablebreach. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSECTION 3.8.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Trustee shall inform the other party, the Indenture Trustee, the Seller, NH Credit and CNHCA promptly, in writing, upon the discovery of any breach pursuant to Sections 4.2, 4.4 or 4.5. Unless the breach shall have been cured by the last day of the covenants of Collection Period in which such breach is discovered, the Servicer set forth in Section 3.07 that shall purchase or shall cause CNHCA to purchase any Receivable materially and adversely affects affected by such breach as of such last day. If the interests Servicer takes any action during any Collection Period pursuant to Section 4.2 that impairs the rights of the Issuer Issuer, the Indenture Trustee, the Certificateholders or the Securityholders Noteholders in any Receivable, Receivable or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described otherwise provided in Section 3.02, and such breach or impropriety shall not have been cured in all material respects4.2, the Servicer shall, shall purchase or shall cause CNHCA to purchase such Receivable as of the last day of such Collection Period. As consideration for the second Collection Period following purchase of any such Receivable pursuant to either of the Collection Period in which it discovers such breach (or, at the Servicer’s electiontwo preceding sentences, the last day of Servicer shall remit or shall cause CNHCA to remit the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.5. Upon such deposit of the Administrative Purchase PaymentSubject to Section 7.2, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 Sections 4.2, 4.4 or 3.07 4.5 shall be to require the Servicer to purchase the related or to cause CNHCA to purchase Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture The Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section. In no event shall the Backup Servicer as Successor Servicer be obligated to purchase any Receivables pursuant to this Section 4.6.

Purchase of Receivables Upon Breach. Upon discovery by the Depositor, the Insurer, the Servicer or the Issuer or upon the actual knowledge of the Indenture Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer Issuer, the Insurer, the Trustees or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.023.03, and the party discovering such breach or impropriety shall not have been cured in all material respectsgive prompt written notice to the others, the Servicer shall, as Indenture Trustee and the Insurer. As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer's election, the last day of the Collection Period in which it discovers or receives notice of such breach) the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit Receivable. In consideration of the purchase of any such Receivable, on the related Payment Deposit Date the Administrative Purchase Servicer shall remit the Repurchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable4.04. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 3.03 or 3.07 shall be to require the Servicer to purchase the related Receivables Receivable pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Seller promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such and Outstanding Simple Interest Advances on the Receivable. The Subject to Section 7.02, the sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that Sections 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Securityholders in Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any Receivableobligation of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or if an improper extensionwas notified of such breach, rescheduling or modification then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of a Receivable is made such Collection Period. Any such purchase by the Servicer as described in Section 3.02, and shall be at a price equal to the Purchased Amount. In consideration for such breach or impropriety shall not have been cured in all material respectsrepurchase, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach shall make (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breachor shall cause to be made) purchase from a payment to the Issuer equal to the Purchased Amount by depositing such Receivable and remit on the related Payment Date the Administrative Purchase Payment to amount into the Collection Account in the manner specified in accordance with Section 4.055.04 on such Payment Date. Upon payment of such deposit Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Administrative Purchase Payment, Servicer to purchase any Receivable as described above shall constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of respecting such breach available to the Issuer, the Trustees or Owner Trustee, the Securityholders against Certificateholders, the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Noteholders and the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.Trustee. 23 (2005-A Sale and Servicing Agreement)

Purchase of Receivables Upon Breach. Upon a The Representative, the Seller, the Servicer, the Security Insurer or the Issuer shall inform the other parties and the Trustee promptly, in writing, upon the discovery of any breach of the Servicer's covenants pursuant to Section 4.2(b), 4.4, 4.5 or 4.6, or of any breach of the covenants of the Servicer set forth in Servicer's representations and warranties made pursuant to Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as 7.1(b). As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at if the Servicer so elects, the first) month following the discovery by the Servicer or receipt by the Servicer of notice from any of the Representative, the Seller, the Servicer’s election, the last day Security Insurer, the Issuer or the Trustee of such breach, unless such breach is cured by such date, the Servicer shall be obligated to purchase any Receivable in which the interests of the first Collection Period Noteholders, the Certificateholders or the Security Insurer are materially and adversely affected by such breach as of such date. The "second month" shall mean the month following the Collection Period month in which it discovers such breach) discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Trustee, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.2(b), 4.4, 4.5 or 3.07 4.6, or to a breach of representations and warranties pursuant to Section 7.1(b), shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7. A successor Servicer shall not have repurchase obligations for breaches by the predecessor servicer.

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any of the covenants of breach by the Servicer set forth in of its obligations under Section 3.07 4.02, 4.04 or 4.05 that would materially and adversely affects the interests of the Issuer or the Securityholders in affect any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by . Unless the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s election, the last day of the first Collection Period following discovery), the Collection Period in which it discovers Servicer shall (whether or not such breachbreach was known to the Servicer on the Closing Date) purchase from any Receivable materially and adversely affected by such breach as of such last day. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable and Receivable. In consideration of such Receivable, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment (as reduced by any Outstanding Advances with respect to the Collection Account such Receivable) in the manner specified in Section 4.055.05. Upon such deposit For the purposes of this Section 4.06, the Administrative Purchase Payment, Payment shall consist in part of a release by the Servicer shall for of all purposes rights of this Agreement be deemed reimbursement with respect to have released all claims for reimbursement of Outstanding Advances made in with respect of such to the purchased Receivable. The sole remedy of the IssuerIndenture Trustee, the Trustees Owner Trustee, the Trust, the Securityholders [or the Securityholders [Swap Counterparty][Cap Provider]] against the Servicer with respect to a breach pursuant to Section 3.02 by the Servicer of its obligations under Sections 4.02, 4.04 or 3.07 4.05 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section4.06.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that Sections 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Securityholders in Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any Receivableobligation of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or if an improper extensionwas notified of such breach, rescheduling or modification then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of a Receivable is made such Collection Period. Any such purchase by the Servicer as described in Section 3.02, and shall be at a price equal to the Purchased Amount. In consideration for such breach or impropriety shall not have been cured in all material respectsrepurchase, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach shall make (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breachor shall cause to be made) purchase from a payment to the Issuer equal to the Purchased Amount by depositing such Receivable and remit on the related Payment Date the Administrative Purchase Payment to amount into the Collection Account in the manner specified in accordance with Section 4.055.04 on such Payment Date. Upon payment of such deposit Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Administrative Purchase Payment, Servicer to purchase any Receivable as described above shall constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of respecting such breach available to the Issuer, the Trustees or Owner Trustee, the Securityholders against Certificateholders, the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Noteholders and the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.Trustee. (2011-B Sale and Servicing Agreement)

Purchase of Receivables Upon Breach. Upon a breach The Servicer or the ----------------------------------- Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any of breach pursuant to Section 4.02, 4.05 or 4.06. Unless the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of by the last day of the second Collection Period following the Collection Period in which it discovers such breach discovery (or, at the Servicer’s 's election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such last day. If the Servicer takes any action during any Collection Period following pursuant to Section 4.02 that impairs the Collection Period rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in which it discovers such breach) any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase from the Issuer such Receivable and as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit on the related Payment Date the Administrative Purchase Payment to the Collection Account Amount in the manner specified in Section 4.055.06. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all For purposes of this Agreement be deemed Section, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to have released all claims for reimbursement of Outstanding Precomputed Advances made in respect of such and Outstanding Simple Interest Advances on the Receivable. The Subject to Section 7.02, the sole remedy of the Issuer, the Trustees Owner Trustee, the Indenture Trustee, the Certificateholders or the Securityholders against the Servicer Noteholders with respect to a breach pursuant to Section 3.02 4.02, 4.05 or 3.07 4.06 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the The Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon a The Seller, the Servicer, the Insurer or the Owner Trustee shall inform the other parties and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Servicer's covenants pursuant to Section 4.2(b), 4.4, 4.5 or 4.6, or of any breach of the covenants of the Servicer set forth in Servicer's representations and warranties made pursuant to Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as 7.1(b). As of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at if the Servicer so elects, the first) month following the discovery by the Servicer or receipt by the Servicer of notice from any of the Seller, the Servicer’s election, the last day Insurer, the Owner Trustee or the Indenture Trustee of such breach, unless such breach is cured by such date, the Servicer shall be obligated to purchase any Receivable in which the interests of the first Collection Period Noteholders or the Certificateholders are materially and adversely affected by such breach as of such date. The "second month" shall mean the month following the Collection Period month in which it discovers such breach) discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration of the purchase from the Issuer of any such Receivable and remit on the related Payment Date the Administrative Purchase Payment pursuant to the Collection Account preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable5.5. The sole remedy of the Issuer, the Trustees Indenture Trustee, the Insurer, the Noteholders or the Securityholders against the Servicer Certificateholders with respect to a breach pursuant to Section 3.02 4.2(b), 4.4, 4.5 or 3.07 4.6, or to a breach of representations and warranties pursuant to Section 7.1(b), shall be limited to require the Servicer to purchase the related of Receivables pursuant to in accordance with this Section, except as otherwise provided in Section 6.024.7. Neither The Indenture Trustee and the Owner Trustee nor the Indenture Trustee shall have any no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants of the Servicer set forth in Section 3.07 that Sections 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Securityholders in Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any Receivableobligation of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or if an improper extensionwas notified of such breach, rescheduling or modification then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of a Receivable is made such Collection Period. Any such purchase by the Servicer as described in Section 3.02, and shall be at a price equal to the Purchased Amount. In consideration for such breach or impropriety shall not have been cured in all material respectsrepurchase, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach shall make (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breachor shall cause to be made) purchase from a payment to the Issuer equal to the Purchased Amount by depositing such Receivable and remit on the related Payment Date the Administrative Purchase Payment to amount into the Collection Account in the manner specified in accordance with Section 4.055.04 on such Payment Date. Upon payment of such deposit Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Administrative Purchase Payment, Servicer to purchase any Receivable as described above shall constitute the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of respecting such breach available to the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this SectionSwap Counterparty, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor Trustee, the Certificateholders, the Noteholders and the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionTrustee.