Common use of Repurchase Events Clause in Contracts

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by in any party hereto of a Repurchase EventReceivable, without regard to any limitation set forth in such representation or warranty concerning the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation knowledge of the Seller under this Section 7.02. Following a Repurchase Eventas to the facts stated therein, shall constitute an event obligating the Seller shall either (a) correct or cure to repurchase such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date last day of the second Collection Period following the end of the Collection Period in which includes the 60th day it discovers or receives notice of such failure or breach (or, if at the Seller electsSeller’s election, an earlier Payment Date) after the date that last day of the Seller became aware first Collection Period following the Collection Period in which it discovers or receives notice of or was notified and confirmed such breach. Any ), unless any such failure or breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if shall have been cured in all material respects by such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountdate. In consideration for of such repurchase, the Seller shall make (deposit or shall cause to be made) a payment to deposited, into the Issuer Collection Account, an amount equal to the Purchased Purchase Amount by depositing with respect to such amount Receivable on or prior to such date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account on Account, the Business Day preceding the Payment Date Dealer Recourse Amount related to any Receivable in satisfaction of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment any Purchase Amount in respect of such Purchased Amount Receivable that is due and which remains unpaid by the Seller. Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Issuer and the Indenture Trustee shall release and shall execute and deliver Seller will evaluate such instruments Review Report to determine whether any applicable Receivable should be repurchased as a result of release, transfer a breach of any representation or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in warranty made by the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this in Section 7.023.02(b).

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by in any party hereto of a Repurchase EventReceivable, without regard to any limitation set forth in such representation or warranty concerning the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation knowledge of the Seller under this Section 7.02. Following a Repurchase Eventas to the facts stated therein, shall constitute an event obligating the Seller shall either (a) correct or cure to repurchase such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date last day of the second Collection Period following the end of the Collection Period in which includes the 60th day it discovers or receives notice of such failure or breach (or, if at the Seller electsSeller’s election, an earlier Payment Date) after the date that last day of the Seller became aware first Collection Period following the Collection Period in which it discovers or receives notice of or was notified and confirmed such breach. Any ), unless any such failure or breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if shall have been cured in all material respects by such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountdate. In consideration for of such repurchase, the Seller shall make (deposit or shall cause to be made) a payment to deposited, into the Issuer Collection Account, an amount equal to the Purchased Purchase Amount by depositing with respect to such amount Receivable on or prior to such date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account on Account, the Business Day preceding the Payment Date Dealer Recourse Amount related to any Receivable in satisfaction of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment any Purchase Amount in respect of such Purchased Amount Receivable that is due and which remains unpaid by the Seller. (b) The Seller shall have the option to repurchase from the Depositor, from time to time, any of the Issuer Receivables sold to the Depositor under this Agreement for the related Purchase Amount; provided, that the aggregate outstanding principal balance of all such Receivables repurchased and to be repurchased shall not exceed 2.0% of the Indenture Trustee shall release and shall execute and deliver such instruments aggregate outstanding principal balance of release, transfer or assignmentall of the Receivables sold to the Depositor hereunder, in each case without recourse or representation, measured as shall be reasonably necessary to vest in of the Cutoff Date. If the Seller shall exercise such option, it shall deposit or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that cause to be deposited into the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available Collection Account, an amount equal to the IssuerPurchase Amount with respect to such Receivable on or prior to the date of such repurchase, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee and the Servicer of such deposit. (c) Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will have evaluate such Review Report to determine whether any duty to conduct an affirmative investigation applicable Receivable should be repurchased as to the occurrence a result of a breach of any condition requiring representation or warranty made by the repurchase of any Receivable pursuant to this Seller in Section 7.023.02(b).

Repurchase Events. The Seller hereby covenants and agrees that if or the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties contained in pursuant to Section 3.02(b3.2(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by Securityholders in any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties heretoReceivable; provided, that delivery of a the Servicer’s Certificate by the Servicer shall be deemed to constitute prompt written notice thereof by the Purchaser of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery (or, at the Seller’s election, the last day of the first Collection Period following such discovery), the Seller shall be obligated (whether or not such breach was known to the other party; providedSeller on the Closing Date), further, that and the failure to give such notice Purchaser shall not affect any enforce the obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breachlast day. Any such breach or failure will shall be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on of such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment the Warranty Purchase Payment to the Issuer equal to Purchaser concurrently with the Purchased Amount by depositing such amount into Purchaser’s repurchase of the Collection Account on related Receivable from the Business Day preceding Trust in the Payment Date manner specified in Section 5.05 of repurchase (orthe Sale and Servicing Agreement. The sole remedy of the Purchaser, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release (by operation of the assignment of the Purchaser’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach of the Seller’s representations and shall execute and deliver such instruments of releasewarranties pursuant to Section 3.2(b), transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause require the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Receivables pursuant to this Section 7.02Section.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase Seller. Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will evaluate such Review Report to determine whether any applicable Receivable should be repurchased as a result of a breach of any Receivable pursuant to this representation or warranty made by the Seller in Section 7.023.02(b).

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any Receivable in satisfaction of any Purchase Amount in respect of such Receivable that is due and which remains unpaid by the Seller. (b) The Seller shall have the option to repurchase from the Depositor, from time to time, any duty to conduct an affirmative investigation as of the Receivables sold to the occurrence Depositor under this Agreement for the related Purchase Amount; provided, that the aggregate outstanding principal balance of all such Receivables repurchased and to be repurchased shall not exceed 2.0% of the aggregate outstanding principal balance of all of the Receivables sold to the Depositor hereunder, in each case measured as of the Cutoff Date. If the Seller shall exercise such option, it shall deposit or cause to be deposited into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to the date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. (c) Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will evaluate such Review Report to determine whether any applicable Receivable should be repurchased as a result of a breach of any condition requiring representation or warranty made by the repurchase of any Receivable pursuant to this Seller in Section 7.023.02(b).

Repurchase Events. The Seller hereby covenants and agrees that if or the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties contained in pursuant to Section 3.02(b3.2(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by Securityholders in any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties heretoReceivable; provided, that delivery of a the Servicer’s Certificate by the Servicer shall be deemed to constitute prompt written notice thereof by the Purchaser of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which such discovery occurred (or, at the Seller’s election, the last day of the first Collection Period following such Collection Period), the Seller shall be obligated (whether or not such breach was known to the other party; providedSeller on the Closing Date), further, that and the failure to give such notice Purchaser shall not affect any enforce the obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breachlast day. Any such breach or failure will shall be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on of such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment the Warranty Purchase Payment to the Issuer equal to Purchaser concurrently with the Purchased Amount by depositing such amount into Purchaser’s repurchase of the Collection Account on related Receivable from the Business Day preceding Trust in the Payment Date manner specified in Section 5.05 of repurchase (orthe Sale and Servicing Agreement. The sole remedy of the Purchaser, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release (by operation of the assignment of the Purchaser’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach of the Seller’s representations and shall execute and deliver such instruments of releasewarranties pursuant to Section 3.2(b), transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause require the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Receivables pursuant to this Section 7.02Section.

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations 3.02 and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach Section 3.03 that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any Receivable in satisfaction of any Purchase Amount in respect of such Receivable that is due and which remains unpaid by the Seller. (b) The Seller shall have the option to repurchase from the Depositor, from time to time, any duty to conduct an affirmative investigation as of the Receivables sold to the occurrence Depositor under this Agreement for the related Purchase Amount; provided, that the aggregate outstanding principal balance of any condition requiring all such Receivables repurchased and to be repurchased shall not exceed 2.0% of the repurchase aggregate outstanding principal balance of any all of the Receivables sold to the Depositor hereunder, in each case measured as of the Cutoff Date. If the Seller shall exercise such option, it shall deposit or cause to be deposited into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable pursuant on or prior to this Section 7.02the date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations 3.02 and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach Section 3.03 that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase of any Receivable pursuant to this Section 7.02Seller.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller Transferor hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Purchaser and the Note Insurer prompt written notice of the occurrence of a breach of any of the Seller’s representations and warranties of the Transferor contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the hereof with respect to a Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event absolutely assigned hereunder. (“Repurchase Event”). a) Upon discovery by any party hereto of a Repurchase Eventthe Transferor, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersPurchaser, the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) failure to deliver to the Custodian either (A) any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee will the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have any duty been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the failure to conduct an affirmative investigation as deliver to the Custodian the Custodian File documents or the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any condition requiring of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall assign to the Purchaser and the Purchaser shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach, failure to deliver or non-payment and the Transferor shall accept such assignment from the Purchaser and deposit the Repurchase Price with respect to such Receivable into the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Transferor of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of the removal of such Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Purchaser and the Purchaser shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Purchaser, the Transferor and the applicable Dealer under the Contribution Agreement, this Transfer and Assignment Agreement and the Dealer's Agreements, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account no later than the last day of the Collection Period following such date. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Owner Trustee to enforce the obligations of the Purchaser and the Transferor to repurchase such Receivable under the Contribution Agreement or this Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Transferor, the Purchaser and the Owner Trustee to remove any Receivable pursuant and the other related items of the Trust Property and to remit the Repurchase Price with respect to a Nonconforming Receivable or as to which a failure to deliver has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, the Contribution Agreement, this Section 7.02Transfer and Assignment Agreement and the Insurance Agreement, against the Transferor, the Purchaser and the Owner Trustee for such breach or failure to deliver available to the Indenture Trustee, the Swap Counterparty or the Noteholders.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations following events (“Event of Repurchase”) occurs and warranties contained in Section 3.02(bis continuing with respect to any Purchased Receivable: (i) Such Purchased Receivable, at the time of purchase, did not constitute an Eligible Receivable; or (ii) Without limiting clause (i) above and in addition thereto, any representation or warranty made by Seller under Section 3(a) with respect to such representations Purchased Receivable is incorrect when made and warranties were madeshall have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable, as reasonably determined by the Purchaser; or (iii) Seller will investigate fails to perform or observe any term, covenant or provision with respect to such Purchased Receivable and such failure shall have a material adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable; or (iv) the Account Debtor on such Purchased Receivable asserts an actual Dispute in writing or Dilution has occurred with respect to confirm such Purchased Receivable, excluding any Dispute or Dilution that (A) relates to the breach and determine if the breach materially and adversely affects the interests acts or omissions of the Issuer Purchaser which are (x) in material violation of applicable law relating to such action or the Noteholders and triggers a repurchase event omission or (“Repurchase Event”). Upon discovery by any party hereto y) in material breach of a Repurchase Eventits obligations hereunder, the party discovering such breach shall give prompt written notice thereof (B) does not relate to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation acts or omissions of the Seller under this Section 7.02. Following a Repurchase Eventor any of its Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivable; or (v) Seller instructs the Account Debtor on such Purchased Receivable to pay amounts owing in respect of such Purchased Receivable to an account other than the Collection Account; then, Seller shall, within one (1) Business Day of demand therefor from Purchaser (such date, the Seller “Repurchase Date”), repurchase all (or any portion) of such Purchased Receivable then outstanding. For the avoidance of doubt, to the extent any portion of a Purchased Receivable is subject to repurchase, the related invoice shall either not be divided. The repurchase price (athe “Repurchase Price”) correct or cure for such breach or (b) purchase any Purchased Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price the amount equal to the Purchased Amount. In consideration for such repurchase, sum of (i) the Seller shall make (or shall cause Net Invoice Amount relating to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by Receivable less the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver aggregate amount of all Collections with respect to such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.Purchased Receivables deposited into

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller Originator hereby covenants and agrees with the Transferor for the benefit of the Transferor, the Issuer, the Indenture Trustee, the Trust Collateral Agent, the Note Insurer, the Noteholders and the Certificateholder, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s Originator's representations and warranties contained in Section 3.02(b3.2(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests hereof or Section 4 of the Issuer or the Noteholders and triggers a repurchase event related Transfer Agreement, as applicable (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 regard to any limitations regarding the Originator's knowledge), and (ii) the failure of the Originator to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Originator to repurchase the affected Receivables hereunder ("Repurchase Events"), at the Purchase Amount from the Issuer. Unless the breach of any of the Originator's representations and warranties shall have been cured by the last day of the first full Collection Period following the discovery thereof by or representationnotice to the Originator of such breach, as the Originator shall be reasonably necessary to vest in the Seller or its designee repurchase any Receivable repurchased pursuant hereto. It is understood and agreed that if such Receivable or the right to cause interest therein of the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to Transferor, the Issuer, the Noteholders, the Certificateholder or the Note Insurer is materially and adversely affected by the breach, as of such last day. The provisions of this Section 6.2 are intended to grant the Indenture Trustee a direct right against the Originator acting at the direction or with the consent of the Note Insurer to demand performance hereunder, and in connection therewith the Originator waives any requirement of prior demand against the Transferor and waives any defaults it would have against the Transferor with respect to such repurchase obligation. In addition to the foregoing, the Originator shall be under an obligation to promptly purchase from the Transferor (in its capacity as Transferor under the Sale and Servicing Agreement) any Receivable required to be repurchased by the Transferor pursuant to a breach of its obligations in the Sale and Servicing Agreement, including, without limitation, the Transferor's repurchase obligations set forth in Section 3.02 of the Sale and Servicing Agreement. Any such purchase described in this Section shall take place in the manner specified in Section 5.05 of the Sale and Servicing Agreement. The sole remedy (except as otherwise set forth below) hereunder of the Noteholders, the Certificateholder, the Issuer, the Note Insurer, the Indenture Trustee or the Transferor against the Originator with respect to any Repurchase Event shall be to enforce the Originator's obligation to repurchase such Receivables pursuant to this Purchase Agreement; provided, however, that the Originator shall indemnify the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Trust Collateral Agent, the Note Insurer, the Indenture Trustee will have Trustee, the Back-up Servicer, the Collateral Agent, the Noteholders, the Certificateholder and their respective officers, directors and employees 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 duty of them, as a result of third party claims arising out of the events or facts giving rise to conduct an affirmative investigation as a Repurchase Event. Upon receipt of the Purchase Amount and any related indemnity payments, the Trust Collateral Agent shall release the related Receivable File to the occurrence Originator and execute and deliver all instruments of any condition requiring transfer or assignment, without recourse, as are necessary to vest in the repurchase of any Receivable pursuant to this Section 7.02Originator the Transferor's and the Issuer's right, title and interest in the Receivable.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(3) or (iv)(a)(5) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, 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 at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase Seller. Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will evaluate such Review Report to determine whether any applicable Receivable should be repurchased as a result of a breach of any Receivable pursuant to this representation or warranty made by the Seller in Section 7.023.02(b).

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any Receivable in satisfaction of any Purchase Amount in respect of such Receivable that is due and which remains unpaid by the Seller. (b) The Seller shall have the option to repurchase from the Depositor, from time to time, any duty to conduct an affirmative investigation as of the Receivables sold to the occurrence Depositor under this Agreement for the related Purchase Amount; provided, that the aggregate outstanding principal balance of all such Receivables repurchased and to be repurchased shall not exceed 2.0% of the aggregate outstanding principal balance of all of the Receivables sold to the Depositor hereunder, in each case measured as of the Cutoff Date. If the Seller shall exercise such option, it shall deposit or cause to be deposited into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to the date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. (c) Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will evaluate such Review Report to determine whether any applicable Receivable should be repurchased as a result of a breach of any condition requiring representation or warranty made by the repurchase of any Receivable pursuant to this Seller in Section 7.023.02(b).

Repurchase Events. The Seller hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Owner Trustee and the Trust, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer prompt written notice of the occurrence of a breach of any of the Seller’s representations and warranties of the Seller contained or deemed to be contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the hereof with respect to a Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event transferred hereunder. (“Repurchase Event”). a) Upon discovery by any party hereto of a Repurchase Eventthe Transferor, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and Trust, the Indenture Trustee. Neither , the Owner Trustee nor Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) either (A) failure to deliver to the Custodian any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee will the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have any duty been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the failure to conduct an affirmative investigation as deliver to the Custodian the Custodian File documents or to the Indenture Trustee the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any condition requiring of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall transfer to the Seller and the Seller shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach or failure to deliver and the Seller hereby agrees to accept such transfer from the Owner Trustee and to deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Seller of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of the removal of such Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Seller and the Seller shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Seller, the Transferor and the applicable Dealer under this Contribution Agreement, the Transfer and Assignment Agreement and the applicable Dealer Agreement, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Trust to enforce the obligations of the Seller and the Transferor to repurchase such Receivable under this Contribution Agreement or the Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Transferor, the Seller and the Owner Trustee to remove any Receivable pursuant and the other related items of the Trust Property and to remit the Repurchase Price with respect to a Nonconforming Receivable or as to which a failure to deliver has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, this Section 7.02Contribution Agreement, the Transfer and Assignment Agreement and the Insurance Agreement, against the Transferor, the Seller and the Owner Trustee for such breach or failure to deliver available to the Indenture Trustee or the Noteholders.

Repurchase Events. The Seller SPV hereby covenants and agrees with the Issuer that if in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the Seller’s SPV's representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable 3.1 with respect to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach Transferred Asset or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be madeii) a payment breach by SPV of Section 6.9 hereof with respect to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignmentany Transferred Asset, in each case without recourse which breach has a material adverse effect on the Issuer's interest in such Transferred Asset, SPV will repurchase such Transferred Asset from the Issuer as of the last day of the Monthly Period during which SPV discovered or representationreceived notice of such breach, as shall be reasonably necessary by delivery to vest the Issuer for deposit in the Seller Collection Account an amount equal to (a) in the case of a repurchase of a Master Lease Agreement, the aggregate Lease Balance of all Leases under such Master Lease Agreement as of such day plus, in the case of a Closed-End Lease, the aggregate Net Book Value of the Leased Vehicles subject to such Master Lease Agreement as of such day, (b) in the case of a repurchase of a Consumer Lease, the Lease Balance of such Consumer Lease as of such day plus, in the case of a Closed-End Lease, the Net Book Value of the Leased Vehicle subject to such Consumer Lease as of such day, (c) in the case of a Lease, the Lease Balance of such Lease as of such day plus, in the case of a Closed-End Lease, the Net Book Value of the Leased Vehicle subject to such Lease as of such day or its designee any (d) in the case of a Fleet Receivable, the Receivable repurchased pursuant heretoAmount thereof as of the first day of the next succeeding Monthly Period (the "Repurchase Payment") for such Transferred Asset. It is understood and agreed that the right obligation of SPV to cause the Seller repurchase any Transferred Asset as to purchase any Receivable as described above shall which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy respecting against SPV for such breach available to the Issuer. Simultaneously with any Repurchase Payment with respect to a Transferred Asset, such Transferred Asset shall immediately and automatically be sold, assigned, transferred and conveyed by the Noteholders, Issuer to SPV without any further action by the Owner Trustee, Issuer or any other Person and SPV shall cause the Certificateholders and UTI Trustee to reallocate such Transferred Asset from the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Lease SUBI Portfolio.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations following events (each, an “Event of Repurchase”) occurs and warranties contained in Section 3.02(bis continuing with respect to any Purchased Receivable: (i) such Purchased Receivable did not constitute, at the time of purchase, an Eligible Receivable; or (ii) any representation or warranty by a Seller hereunder with respect to such representations Purchased Receivable is incorrect when made or deemed made and warranties were madeshall have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable; or (iii) a Seller, or Servicer fails to perform or observe any term, covenant or provision of the applicable Contract or this Agreement with respect to such Purchased Receivable and such failure shall have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable; or (iv) (A) the Account Debtor on such Purchased Receivable asserts a Dispute with respect to such Purchased Receivable or such Purchased Receivable is the subject of any Dilution and (B) in each case, the Purchaser does not receive the amount due to it pursuant to Section 2(f) hereof within two (2) Business Days after Purchaser notifies Seller will investigate of the amount; or (v) any Seller or Servicer instructs the Account Debtor on such Purchased Receivable to confirm pay amounts owing in respect of such Purchased Receivable to an account other than the breach and determine if Collection Account or any Account Debtor makes repeated mis-directions of payments; then, the breach materially and adversely affects applicable Seller shall, within two (2) Business Days of demand therefor from Purchaser (such date, the interests “Repurchase Date”), repurchase such Purchased Receivable. The repurchase price (the “Repurchase Price”) for such Purchased Receivable shall be an amount equal to the sum of (i) the portion of the Issuer or Purchase Price received by Seller relating to such Purchased Receivable less the Noteholders aggregate amount of all Collections with respect to such Purchased Receivable (including amounts received by Purchaser pursuant to Section 2(f) hereof) deposited into the Purchaser’s Account, plus (ii) interest thereon for the period from the Anticipated Payment Date for such Purchased Receivable until the date the Repurchase Price has been repaid in full, at a rate equal to the Repurchase Rate. The Repurchase Price for a Purchased Receivable and triggers a repurchase event (“all amounts due hereunder with respect to such Purchased Receivable shall be paid to the Purchaser’s Account in immediately available funds on the Repurchase Event”)Date. Upon discovery by any party hereto the payment in full of the Repurchase Price for a Repurchase EventPurchased Receivable and all amounts due hereunder with respect to such Purchased Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate Purchased Receivable shall be deemed considered repurchased by the applicable Seller from Purchaser without recourse to constitute prompt written notice thereof or warranty by Purchaser. Upon repurchase by a Seller, such Seller shall have all right, title and interest in and to such repurchased Purchased Receivables. Each Seller agrees that Purchaser may set off any amounts which may be payable by the other party; provided, further, that the failure Purchaser to give such notice shall not affect Seller or any of its Affiliates against any unpaid obligation of the such Seller under this Section 7.026(a). Following a Repurchase Event, the Seller shall either Amounts due hereunder and not paid within two (a2) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end Business Days of the Collection Period which includes date due hereunder shall thereafter accrue interest at the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Delinquent Rate.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivable or Linc Receivable) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, 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 at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. (a) The Seller hereby covenants and agrees the Trust, as applicable, shall inform the Servicer, the Transferor (if the Transferor is not the Servicer), the Note Insurer, the Indenture Trustee and the Swap Counterparty promptly, in writing, upon (i) the discovery of any event, that if it continues uncured will, with the Seller discovers lapse of time and/or the giving of notice, constitute an Eligibility Repurchase Event or is notified by a Requesting Party with a Custodian File Repurchase Request regarding a breach of any Event and (ii) the occurrence of the Seller’s day that is 10 days prior to the First Title Delivery Date of each Receivable for which no Certificate of Title has been delivered to the Custodian or its agent (unless notice of such occurrence has been delivered by the Servicer pursuant to Section 2.07 of the Servicing Agreement). Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Contributed Property for compliance with representations and warranties contained in Section 3.02(b) at the time such representations and warranties were madewarranties, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer delivery requirements or the Noteholders and triggers a repurchase event (“Repurchase Event”)payments. Upon discovery by any party hereto the occurrence of a Repurchase Event, the party discovering such breach Trust shall give prompt written notice thereof assign to the Seller the related Receivable and the other related items of Contributed Property and the Seller shall accept such assignment from the Trust and the Seller shall deposit (or cause the deposit of) the Repurchase Price for such Receivable into the Collection Account within five (5) Business Days following the occurrence of such Repurchase Event. The Issuer shall be entitled to enforce the obligations of the Purchaser, the Seller, the Transferor and the applicable Dealer under this Agreement, the Transfer and Assignment Agreement and the applicable Dealer Agreements, respectively, to remit the Repurchase Price for deposit into the Collection Account. The Indenture Trustee and the Note Insurer are authorized by the parties hereto; providedhereto to take action on behalf of the Issuer to enforce the obligations of the Seller to repurchase Receivables under this Agreement, that delivery the Transferor to repurchase Receivables under the Transfer and Assignment Agreement and to enforce the obligation of a Servicer’s Certificate shall be deemed Dealer to constitute prompt written notice thereof to repurchase such Receivable under the other party; provided, further, that the failure to give such notice shall not affect any applicable Dealer Agreement. (b) The (i) obligation of the Seller under to repurchase Receivables and to deposit (or cause the deposit of) the Repurchase Price for such Receivables pursuant to Section 7.02 of this Section 7.02. Following a Repurchase EventAgreement, (ii) the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end obligation of the Collection Period which includes Transferor to repurchase Receivables and to deposit (or cause the 60th day deposit of) the Repurchase Price for such Receivables pursuant to Section 7.02 of the Transfer and Assignment Agreement, (or, if iii) the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability obligation of the Issuer or to release the Noteholders Lien of the Indenture with respect to receive Repurchased Receivables and retain timely payment related Trust Property pursuant to Section 2.15 of the Indenture and (iv) the indemnification provisions expressly set forth in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseIndenture, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the SellerServicing Agreement, the Issuer Contribution Agreement, this Agreement 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 Insurance Agreement which specifically relate to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above Repurchased Receivables shall constitute the sole remedy respecting such breach only remedies for Repurchase Events available to the Issuer, the Noteholders, the Owner Indenture Trustee, the Certificateholders and Note Insurer, the Indenture Trustee. Neither Swap Counterparty, any other party to a Transaction Document or the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Noteholders.

Repurchase Events. The Seller Transferor hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Purchaser and the Note Insurer prompt written notice of the occurrence of a breach of any of the Seller’s representations and warranties of the Transferor contained in Section 3.02(b) at hereof with respect to a Receivable absolutely assigned hereunder. (a) The Transferor and the Purchaser, as applicable, shall inform the Issuer, the Servicer (if the Servicer is not the Transferor), the Note Insurer, the Indenture Trustee and the Swap Counterparty promptly, in writing, upon (i) the discovery of any event, that if it continues uncured will, with the lapse of time and/or the giving of notice, constitute an Eligibility Repurchase Event or a Custodian File Repurchase Event and (ii) the occurrence of the day that is 10 days prior to the First Title Delivery Date of each 20 2003-A Transfer and Assignment Agreement Receivable for which no Certificate of Title has been delivered to the Custodian or its agent (unless notice of such occurrence has been delivered by the Servicer pursuant to Section 2.07 of the Servicing Agreement). Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Transferred Property for compliance with representations and warranties were madewarranties, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer delivery requirements or the Noteholders and triggers a repurchase event (“Repurchase Event”)payments. Upon discovery by any party hereto the occurrence of a Repurchase Event, the party discovering such breach Purchaser shall give prompt written notice thereof assign to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to Transferor the related Receivable and the other party; provided, further, that related items of Transferred Property and the failure to give Transferor shall accept such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach assignment from the Issuer, in either case on Purchaser and the Transferor shall deposit (or before cause the Payment Date following deposit of) the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration Repurchase Price for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount Receivable into the Collection Account on within five (5) Business Days following the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment occurrence of such Purchased Amount Repurchase Event. The Issuer shall be entitled to enforce the obligations of the Purchaser, the Transferor and the applicable Dealer under this Agreement and the applicable Dealer Agreements, respectively, to remit the Repurchase Price for deposit into the Collection Account. The Indenture Trustee and the Note Insurer are authorized by the Sellerparties hereto to take action on behalf of the Issuer to enforce the obligations of the Transferor to repurchase Receivables under this Agreement, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The (i) obligation of the Transferor to repurchase Receivables and to deposit the Repurchase Price for such Receivables pursuant to Section 7.02 of this Agreement, (ii) the obligation of Purchaser to repurchase Receivables and to deposit (or cause the deposit of) the Repurchase Price for such Receivables pursuant to Section 7.02 of the Contribution Agreement, (iii) the obligation of the Issuer to release the Lien of the Indenture with respect to Repurchased Receivables and related Trust Property pursuant to Section 2.15 of the Indenture and (iv) the indemnification provisions expressly set forth in the Indenture, the Issuer Servicing Agreement, the Contribution Agreement, this Agreement 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 Insurance Agreement which specifically relate to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above Repurchased Receivables shall constitute the sole remedy respecting such breach only remedies for Repurchase Events available to the Issuer, the Noteholders, the Owner Indenture Trustee, the Certificateholders and Note Insurer, the Indenture Trustee. Neither Swap Counterparty, any other party to a Transaction Document or the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Noteholders.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, 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 at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code"), for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller LBAC hereby covenants and agrees with the Transferor for the benefit of the Transferor, the Issuer, the Indenture Trustee, the Trust Collateral Agent, [the Note Insurer], the Noteholders and the Certificateholder, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s LBAC's representations and warranties contained in Section 3.02(b3.2(b) (without regard to any limitations regarding LBAC's knowledge), and (ii) the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating LBAC to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Issuer. Unless the breach of any of LBAC's representations and warranties were madeshall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to LBAC of such breach, LBAC shall repurchase any Receivable if such Receivable or the interest therein of the Transferor, the Seller will investigate Issuer, the Receivable to confirm Noteholders, [the breach and determine if Note Insurer] or the breach Certificateholder is materially and adversely affects affected by the interests breach as of the Issuer last day of such second Collection Period and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Transferor, the Issuer, the Noteholders, [the Note Insurer] or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable Certificateholder is materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, LBAC shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. The provisions of this Section 6.2 are intended to grant the Indenture Trustee a direct right against LBAC acting at the direction or with the consent of [the Note Insurer] to demand performance hereunder, and in connection therewith LBAC waives any requirement of prior demand against the Transferor and waives any defaults it would have against the Transferor with respect to such repurchase obligation. In addition to the foregoing, LBAC shall be under an obligation to promptly purchase from the IssuerTransferor (in its capacity as Transferor under the Sale and Servicing Agreement) any Receivable required to be repurchased by LBAC pursuant to a breach of its obligations in the Sale and Servicing Agreement including, without limitation, LBAC's repurchase obligations set forth in either case on or before the Payment Date following the end Sections 3.2 and 3.4 of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified Sale and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableServicing Agreement. Any such purchase by described in this Section shall take place in the Seller shall be at a price equal to manner specified in Section 5.5 of the Purchased AmountSale and Servicing Agreement. In consideration for such repurchaseThe sole remedy hereunder of the Noteholders, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the SellerCertificateholder, the Issuer and Issuer, [the Note Insurer], 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 the Transferor against LBAC with respect to any Repurchase Event shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased enforce LBAC's obligation to repurchase such Receivables pursuant hereto. It is understood and agreed to this Purchase Agreement; provided, however, that the right to cause the Seller to purchase any Receivable as described above LBAC shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, indemnify the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Trust Collateral Agent, [the Note Insurer], the Indenture Trustee will have Trustee, the Back-up Servicer, the Collateral Agent, the Noteholders and the Certificateholder and their respective officers, directors and employees 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 duty of them, as a result of third party claims arising out of the events or facts giving rise to conduct an affirmative investigation a Repurchase Event. Upon receipt of the Purchase Amount, the Trust Collateral Agent shall cause the Custodian to release the related Legal File and the Servicer to release the related Receivable File to LBAC and to execute and deliver all instruments of transfer or assignment, without recourse, as are necessary to vest in LBAC the occurrence of any condition requiring Transferor's and the repurchase of any Receivable pursuant to this Section 7.02Issuer's right, title and interest in the Receivable.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were madefollowing events (each, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (an “Repurchase Event”). Upon discovery by ) occurs with respect to a Purchased Receivable: (i) such Purchased Receivable was not an Eligible Receivable on the Purchase Date thereof; (ii) any party hereto Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Contract and such failure shall or could reasonably be expected to have a material adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Adjusted Due Date thereof; or (iii) a Repurchase EventDispute has arisen with respect to any Purchased Receivable, then, the party discovering such breach shall give prompt written applicable Seller shall, upon obtaining knowledge thereof, immediately deliver notice thereof to the Buyer and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable at the Buyer’s option and demand. The repurchase price for a Purchased Receivable shall be the amount equal to (i) the Purchase Price for such Purchased Receivable, net of any Collections or other parties hereto; providedpayments received by the Buyer with respect to such Purchased Receivable, that delivery plus (ii) the Discount applicable to such Purchased Receivable and accrued for the period from the applicable Purchase Date to the date on which such Purchased Receivable is repurchased, plus (iii) all other amounts then payable by the applicable Seller under the Transaction Documents with respect to such Purchased Receivable as of the date on which such Purchased Receivable is repurchased (such amount herein referred to as the “Repurchase Price”). The Repurchase Price for any Purchased Receivable shall be paid to the Buyer’s Account in immediately available funds by no later than the fifth (5th) Business Day following demand therefor by the Buyer. Upon the payment in full of the repurchase price with respect to a Servicer’s Certificate Purchased Receivable, such Purchased Receivable shall hereby be, and be deemed to constitute prompt written notice thereof be, repurchased by such Seller from the Buyer without recourse to or warranty by the other party; provided, further, Buyer. To the extent an affected Purchased Receivable has an existing Dilution Reserve that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventis greater than $0, the applicable Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from receive a credit against the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment Repurchase Price of such Purchased Amount by Receivable on a dollar for dollar basis (which credit will also reduce such Dilution Reserve on the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02same basis).

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event following events (“Repurchase EventEvent of Repurchase”). Upon discovery by any party hereto of , which event has a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case material adverse effect on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of to collect the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal Funded Amount (other than clause (viii) below), occurs with respect to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment Receivable prior to the Issuer equal Termination Date: (i) any representation or warranty by Seller hereunder with respect to the Purchased Amount Receivable is incorrect when made; or (ii) Seller or Servicer fails to perform or observe any term, covenant or provision with respect to the Purchased Receivable or under this Agreement and such failure continues for thirty (30) days after written notice is given to Seller as provided below; or (iii) Account Debtor asserts a Dispute with respect to the Purchased Receivable that is not resolved within thirty (30) days; or (iv) a Change of Control occurs with respect to Seller or Indemnitor; or (v) Seller or Servicer instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, except as otherwise agreed to; or (vi) Seller sells, assigns (by depositing such amount into the Collection Account on the Business Day preceding the Payment Date operation of repurchase (orlaw or otherwise) or otherwise disposes of, if the Seller electsor creates or suffers to exist any Lien, an earlier Payment Date). Upon payment of such Purchased Amount by the Sellerencumbrance or security interest upon or with respect to, the Issuer and Receivable Balance, other than to Purchaser or an Affiliate thereof in a Future Receivables Transaction; or (vii) Seller shall sell all or substantially all of its Medicare Part D insurance business or the Indenture Trustee monthly amount of Medicare Part D capitation receivables declines below $[*****]; or (viii) The United States Department of Justice initiates a legal action as a result of the DOJ CID or joins or pursues or intervenes in any legal action against Seller as a result of the DOJ CID; then, Seller shall release and shall execute and deliver such instruments promptly notify Purchaser of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring Event of Repurchase hereunder and Purchaser may, at its option, require Seller to repurchase the Purchased Receivable then outstanding within ten (10) Business Days of demand therefor from Purchaser (such date, the “Repurchase Date”). The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any), (3) the Purchaser Equity Amount and (4) the Commitment Fee minus (B) the Allocation Percentage of the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a positive number, shall be paid by Seller to the Purchaser Account in immediately available funds on the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a negative number, shall be paid by Purchaser to the Seller’s Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for the Purchased Receivable, the Purchased Receivable shall be considered repurchased by Seller from Purchaser without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest in and to the repurchased Purchased Receivable, Purchaser shall have no further rights under this Agreement and the repurchased Purchased Receivable shall be free and clear of any Liens or encumbrances of any kind or nature whatsoever. In the event of a repurchase by Seller, Seller may account for the repurchase of the Purchased Receivable in its sole discretion. To the extent there is any Receivable dispute as to whether an Event of Repurchase has occurred or the amount of the Repurchase Price, such dispute shall be administered pursuant to this Section 7.0217 hereof and the Repurchase Date shall be delayed until such dispute is resolved; provided however, that notwithstanding any other provision herein, Section 17 shall not apply to any Event of Repurchase under clause (viii) above and the Repurchase Date shall not be delayed with respect to such Event of Repurchase.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Note Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.7 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Note Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Note Insurer, the Trust and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, 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 at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code"), for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if with the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, (i) the occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by in any party hereto of a Repurchase EventReceivable, without regard to any limitation set forth in such representation or warranty concerning the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation knowledge of the Seller under this Section 7.02. Following a Repurchase Eventas to the facts stated therein, shall constitute an event obligating the Seller shall either (a) correct or cure to repurchase such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date last day of the second Collection Period following the end of the Collection Period in which includes the 60th day it discovers or receives notice of such failure or breach (or, if at the Seller electsSeller’s election, an earlier Payment Date) after the date that last day of the Seller became aware first Collection Period following the Collection Period in which it discovers or receives notice of or was notified and confirmed such breach. Any ), unless any such failure or breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if shall have been cured in all material respects by such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountdate. In consideration for of such repurchase, the Seller shall make (deposit or shall cause to be made) a payment to deposited, into the Issuer Collection Account, an amount equal to the Purchased Purchase Amount by depositing with respect to such amount Receivable on or prior to such date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account on Account, the Business Day preceding the Payment Date Dealer Recourse Amount related to any Receivable in satisfaction of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment any Purchase Amount in respect of such Purchased Amount Receivable that is due and which remains unpaid by the Seller. (b) The Seller shall have the option to repurchase from the Depositor, from time to time, any of the Issuer Receivables sold to the Depositor under this Agreement for the related Purchase Amount; provided, that the aggregate outstanding principal balance of all such Receivables repurchased and to be repurchased shall not exceed [2.0]% of the Indenture Trustee shall release and shall execute and deliver such instruments aggregate outstanding principal balance of release, transfer or assignmentall of the Receivables sold to the Depositor hereunder, in each case without recourse or representation, measured as shall be reasonably necessary to vest in of the Cutoff Date. If the Seller shall exercise such option, it shall deposit or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that cause to be deposited into the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available Collection Account, an amount equal to the IssuerPurchase Amount with respect to such Receivable on or prior to the date of such repurchase, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee and the Servicer of such deposit. (c) Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will have evaluate such Review Report to determine whether any duty to conduct an affirmative investigation applicable Receivable should be repurchased as to the occurrence a result of a breach of any condition requiring representation or warranty made by the repurchase of any Receivable pursuant to this Seller in Section 7.023.02(b).

Repurchase Events. The Seller Transferor hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Purchaser and the Note Insurer prompt written notice of the occurrence of a breach of any of the Seller’s representations and warranties of the Transferor contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the hereof with respect to a Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event absolutely assigned hereunder. (“Repurchase Event”). a) Upon discovery by any party hereto of a Repurchase Eventthe Transferor, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersPurchaser, the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) failure to deliver to the Custodian either (A) any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee will the Perfection UCCs, pursuant to Section 7.18 of the Indenture origination of such Receivable on or before sixty (60) days after the due date of such Scheduled the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have any duty been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the failure to conduct an affirmative investigation as deliver to the Custodian the Custodian File documents or the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any condition requiring of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall assign to the Purchaser and the Purchaser shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach, failure to deliver or non-payment and the Transferor shall accept such assignment from the Purchaser and deposit the Repurchase Price with respect to such Receivable into the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Transferor of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of the removal of such Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Purchaser and the Purchaser shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Purchaser, the Transferor and the applicable Dealer under the Contribution Agreement, this Transfer and Assignment Agreement and the Dealer's Agreements, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account no later than the last day of the Collection Period following such date. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Owner Trustee to enforce the obligations of the Purchaser and the Transferor to repurchase such Receivable under the Contribution Agreement or this Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Transferor, the Purchaser and the Owner Trustee to remove any Receivable pursuant and the other related items of the Trust Property and to remit the Repurchase Price with respect to a Nonconforming Receivable or as to which a failure to deliver has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, the Contribution Agreement, this Section 7.02Transfer and Assignment Agreement and the Insurance Agreement, against the Transferor, the Purchaser and the Owner Trustee for such breach or failure to deliver available to the Indenture Trustee or the Noteholders.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of any Owner Trustee and the Trust and the Note Insurer prompt written notice of the Seller’s representations and warranties contained in Section 3.02(boccurrence of (a) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Eventthe Transferor, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and Trust, the Indenture Trustee. Neither , the Owner Trustee nor Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) either (A) failure to deliver to the Custodian any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee will the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have any duty been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the failure to conduct an affirmative investigation as deliver to the Custodian the Custodian File documents or to the Indenture Trustee the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any condition requiring of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall transfer to the Seller and the Seller shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach or failure to deliver and the Seller hereby agrees to accept such transfer from the Owner Trustee and to deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Seller of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of the removal of such Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Seller and the Seller shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Seller, the Transferor and the applicable Dealer under this Contribution Agreement, the Transfer and Assignment Agreement and the applicable Dealer Agreement, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Trust to enforce the obligations of the Seller and the Transferor to repurchase such Receivable under this Contribution Agreement or the Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Transferor, the Seller and the Owner Trustee to remove any Receivable pursuant and the other related items of the Trust Property and to remit the Repurchase Price with respect to a Nonconforming Receivable or as to which a failure to deliver has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, this Section 7.02Contribution Agreement, the Transfer and Assignment Agreement and the Insurance Agreement, against the Transferor, the Seller and the Owner Trustee for such breach or failure to deliver available to the Indenture Trustee or the Noteholders.

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof (and, with respect to Section 3.01(j) at hereof, irrespective of any limitation regarding the time such representations and warranties were made, the Seller will investigate the knowledge of NFC) with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers any Designated Receivable (each a repurchase event (“Repurchase Event”). Upon discovery by , which breach, in each case, materially and adversely affects NFRRC’s interest (or the interest of any party hereto of a Repurchase EventFinancial Party) in such Designated Receivable, the party discovering unless, in either case, such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation have been cured in all material respects as of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment second Accounting Date following the end NFC’s discovery or its receipt of the Collection Period which includes the 60th day notice of breach (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase such Designated Receivable from the Subsequent Transferee (if the Seller elects, Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Owner, NFC agrees to repurchase (or, such Designated Receivables from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivables from the Seller, Subsequent Transferee as 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 Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations following events (each, a “Sale Agreement Event of Repurchase”) occurs and warranties contained is continuing with respect to a Pool Asset: (a) any representation or warranty by an Originator hereunder with respect to such Pool Asset is incorrect either (i) in Section 3.02(bany material respect or (ii) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and in any manner that adversely affects the interests value or collectability of such Pool Asset, in each case, when made or deemed made; (b) an Originator fails to perform or observe any other term, covenant or agreement with respect to such Pool Assets set forth in any Transaction Document or any related Receivable Documentation or Loan Documents, as applicable, on its part to be performed or observed and such failure shall or could reasonably be expected to have an adverse effect on the Issuer collectability of such Pool Asset; or (c) either (i) an Originator instructs the related Account Debtor or Obligor to pay any amount with respect to such Pool Asset to an account other than a Lockbox, an Originator Specified Account, an Originator Collection Account, a Seller Collection Account or the Noteholders and triggers Concentration Account or (ii) the related Account Debtor or Obligor refuses to make any payment to a repurchase event Lockbox, an Originator Specified Account, an Originator Collection Account, a Seller Collection Account or the Concentration Account (“Repurchase Event”unless to the extent such refusal to pay is due to the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to such Account Debtor or Obligor). Upon discovery by any party hereto of a Repurchase Event), then, the party discovering such breach related Originator shall give prompt written immediately deliver notice thereof to the other parties heretoCompany and the Administrative Agent and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Pool Asset; provided, however, that delivery if an Event of Repurchase shall have occurred under the Receivables Purchase Agreement with respect to such Pool Asset, then such event shall also constitute a Servicer’s Certificate Sale Agreement Event of Repurchase for purposes of this Agreement. The repurchase price for a Pool Asset shall be the amount equal to the Unpaid Balance of such Pool Asset at such time and shall be paid to the Concentration Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Company or the Administrative Agent. Upon the payment in full of the repurchase price with respect to a Pool Asset, such Pool Asset shall hereby be, and be deemed to constitute prompt written notice thereof be, repurchased by the related Originator from the Company without recourse to or warranty by the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase EventCompany, the Seller shall either (a) correct Administrative Agent or cure such breach any Purchaser but free and clear of any lien, encumbrance or (b) purchase any Receivable materially and adversely affected other Adverse Claim created by such breach from or through the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseCompany, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer Administrative Agent 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Purchaser.

Repurchase Events. The Seller Transferor hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Purchaser and the Note Insurer prompt written notice of the occurrence of a breach of any of the Seller’s representations and warranties of the Transferor contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the hereof with respect to a Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event absolutely assigned hereunder. (“Repurchase Event”). a) Upon discovery by any party hereto of a Repurchase Eventthe Transferor, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersPurchaser, the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) failure to deliver to the Custodian either (A) any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee will the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have any duty been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the failure to conduct an affirmative investigation as deliver to the Custodian the Custodian File documents or the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any condition requiring of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall assign to the Purchaser and the Purchaser shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach, failure to deliver or non-payment and the Transferor shall accept such assignment from the Purchaser and deposit the Repurchase Price with respect to such Receivable into the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Transferor of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of the removal of such Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Purchaser and the Purchaser shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Purchaser, the Transferor and the applicable Dealer under the Contribution Agreement, this Transfer and Assignment Agreement and the Dealer's Agreements, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account no later than the last day of the Collection Period following such date. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Owner Trustee to enforce the obligations of the Purchaser and the Transferor to repurchase such Receivable under the Contribution Agreement or this Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Transferor, the Purchaser and the Owner Trustee to remove any Receivable pursuant and the other related items of the Trust Property and to remit the Repurchase Price with respect to a Nonconforming Receivable or as to which a failure to deliver has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, the Contribution Agreement, this Section 7.02Transfer and Assignment Agreement and the Insurance Agreement, against the Transferor, the Purchaser and the Owner Trustee for such breach or failure to deliver available to the Indenture Trustee or the Noteholders.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Note Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Noteholders, the Trust, the Note Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Note Insurer, the Trust and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Owner Trustee and the Trust and the Note Insurer prompt written notice of the occurrence of a breach of any of the Seller’s representations and warranties of the Seller contained or deemed to be contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the hereof with respect to a Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event transferred hereunder. (“Repurchase Event”). a) Upon discovery by any party hereto of a Repurchase Eventthe Transferor, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and Trust, the Indenture Trustee. Neither , the Owner Trustee nor Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) either (A) failure to deliver to the Custodian any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee will the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have any duty been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the failure to conduct an affirmative investigation as deliver to the Custodian the Custodian File documents or to the Indenture Trustee the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any condition requiring of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall transfer to the Seller and the Seller shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach or failure to deliver and the Seller hereby agrees to accept such transfer from the Owner Trustee and to deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Seller of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of the removal of such Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Seller and the Seller shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Seller, the Transferor and the applicable Dealer under this Contribution Agreement, the Transfer and Assignment Agreement and the applicable Dealer Agreement, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Trust to enforce the obligations of the Seller and the Transferor to repurchase such Receivable under this Contribution Agreement or the Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Transferor, the Seller and the Owner Trustee to remove any Receivable pursuant and the other related items of the Trust Property and to remit the Repurchase Price with respect to a Nonconforming Receivable or as to which a failure to deliver has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, this Section 7.02Contribution Agreement, the Transfer and Assignment Agreement and the Insurance Agreement, against the Transferor, the Seller and the Owner Trustee for such breach or failure to deliver available to the Indenture Trustee or the Noteholders.

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if (A) in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof with respect to any Designated Receivable or (ii) at the time such representations and warranties were madea breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Seller will investigate the Receivable to confirm the breach and determine if the which breach materially and adversely affects NFRRC’s interest (or the interests interest of any Financial Party) in such Designated Receivable, or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the Issuer New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the Noteholders and triggers interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a repurchase event (“Repurchase Event”). Upon discovery by ) unless, in any party hereto of a Repurchase Eventsuch case, the party discovering such breach shall give prompt written have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice thereof to of breach or the other parties hereto; providedexistence of such circumstance (or, that delivery at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable or, in the case of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; providedpreceding clause (B), further, that all Designated Receivables affected by the failure to give obtain such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventlicense, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day Subsequent Transferee (or, if the Seller elects, Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC directly into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Owner, NFC agrees to repurchase (or, such Designated Receivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as 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 Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations following events (“Event of Repurchase”) occurs and warranties contained in Section 3.02(bis continuing with respect to any Purchased Receivable: (i) Such Purchased Receivable, at the time of purchase, did not constitute an Eligible Receivable or was subject to any Account Debtor Insolvency Event; or (ii) any representation or warranty made by Seller under Section 3(a) with respect to such representations Purchased Receivable is incorrect when made and warranties were madeshall have a material adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable; or (iii) Seller or Servicer fails to perform or observe any term, covenant or provision with respect to such Purchased Receivable and such failure shall have a material adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable; or (iv) the Account Debtor on such Purchased Receivable asserts a Dispute or Dilution has occurred with respect to such Purchased Receivable, excluding any Dispute or Dilution that (A) relates to the acts or omissions of the Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (B) does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivable; or (v) Seller or Servicer instructs the Account Debtor on such Purchased Receivable to pay amounts owing in respect of such Purchased Receivable to an account other than the Collection Account; then, Seller shall, within one (1) Business Day of demand therefor from Purchaser (such date, the “Repurchase Date”), repurchase all (or any portion) of such Purchased Receivable then outstanding (or, if such Purchased Receivable is subject to Dispute or Dilution, the portion subject to the Dispute or Dilution, as the case may be). The repurchase price (the “Repurchase Price”) for such Purchased Receivable shall be the amount equal to the sum of (i) the Net Invoice Amount relating to such Purchased Receivable less the aggregate amount of all Collections with respect to such Purchased Receivables deposited into the Collection Account, plus (ii) interest for the period from the Anticipated Payment Date for such Purchased Receivable until the date the Repurchase Price has been repaid in full, at a rate equal to the Discount Rate. Notwithstanding the foregoing, if any Purchased Receivable is subject to a Repurchase Event described above as a result of an event of Dilution which affects or only applies with respect to a portion of such Receivable that is less than 10% of the Net Invoice Amount thereof, the Seller will investigate may, in its discretion, elect to satisfy its obligation under this Section 7 by rather that repurchasing such Receivable and paying the Repurchase Price therefor, paying to the Purchaser on what would otherwise have been the Repurchase Date, an amount in cash equal to the entire amount which is the subject of such Dilution plus interest due thereon for a period from the Anticipated Payment Date for such Purchased Receivable until the date the Seller pays such amount in full, at a rate equal to confirm the breach and determine if Discount Rate at such time (such amount, the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase EventSubject Payment Amount”). Upon discovery by If the Seller elects not to repurchase the entire Receivable but rather pay the Subject Payment Amount with respect thereto then each of the parties hereto hereby agrees that any party hereto such Receivable which remains the property of a Repurchase Event, the party discovering such breach Purchaser hereunder and shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall not be or be deemed to constitute prompt written notice thereof have been sold back to the other party; providedSeller on the applicable Repurchase Date. The Repurchase Price or Subject Payment Amount, furtheras applicable, for a Purchased Receivable and all amounts due hereunder with respect to such Purchased Receivable shall be paid to the Collection Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for a Purchased Receivable and all amounts due hereunder with respect to such Purchased Receivable, such Purchased Receivable shall be automatically and without further action sold by Purchaser to Seller without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest in and to such repurchased Purchased Receivables. Seller agrees that Purchaser may set off in the failure to give such notice shall not affect manner set forth in paragraph (f) below against any unpaid obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date7(a). Upon payment of such Purchased Amount by Amounts due hereunder shall accrue interest at the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Discount Rate.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the [Credit Enhancer] and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the [Credit Enhancer], the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the [Credit Enhancer], the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event following events (“Repurchase EventEvent of Repurchase”). Upon discovery by any party hereto of , which event has a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case material adverse effect on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of to collect the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal Funded Amount, occurs with respect to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment Receivable prior to the Issuer equal Termination Date: (i) any representation or warranty by Seller hereunder with respect to the Purchased Amount Receivable is incorrect when made; or (ii) Seller or Servicer fails to perform or observe any term, covenant or provision with respect to the Purchased Receivable or under this Agreement and such failure continues for thirty (30) days after written notice is given to Seller as provided below; or (iii) Account Debtor asserts a Dispute with respect to the Purchased Receivable that is not resolved within thirty (30) days; or (iv) a Change of Control occurs with respect to Seller or Indemnitor; or (v) Seller or Servicer instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, except as otherwise agreed to; or (vi) Seller sells, assigns (by depositing such amount into the Collection Account on the Business Day preceding the Payment Date operation of repurchase (orlaw or otherwise) or otherwise disposes of, if the Seller electsor creates or suffers to exist any Lien, an earlier Payment Date). Upon payment of such Purchased Amount by the Sellerencumbrance or security interest upon or with respect to, the Issuer and Receivable Balance, other than to Purchaser or an Affiliate thereof in a Future Receivables Transaction; or (vii) Seller shall sell all or substantially all of its Medicare Part D insurance business or the Indenture Trustee monthly amount of Medicare Part D capitation receivables declines below $75,000,000.00; then, Seller shall release and shall execute and deliver such instruments promptly notify Purchaser of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring Event of Repurchase hereunder and Purchaser may, at its option, require Seller to repurchase the Purchased Receivable then outstanding within ten (10) Business Days of demand therefor from Purchaser (such date, the “Repurchase Date”). The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any), (3) the Purchaser Equity Amount and (4) the Commitment Fee minus (B) the Allocation Percentage of the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date and minus (C) the Shortfall Expenses, if any. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a positive number, shall be paid by Seller to the Purchaser Account in immediately available funds on the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a negative number, shall be paid by Purchaser to the Seller’s Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for the Purchased Receivable, the Purchased Receivable shall be considered repurchased by Seller from Purchaser without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest in and to the repurchased Purchased Receivable, Purchaser shall have no further rights under this Agreement and the repurchased Purchased Receivable shall be free and clear of any Liens or encumbrances of any kind or nature whatsoever. In the event of a repurchase by Seller, Seller may account for the repurchase of the Purchased Receivable in its sole discretion. To the extent there is any Receivable dispute as to whether an Event of Repurchase has occurred or the amount of the Repurchase Price, such dispute shall be administered pursuant to this Section 7.0217 hereof and the Repurchase Date shall be delayed until such dispute is resolved.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall be at a price equal to indemnify the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders Insurer, the Trust and the Indenture Trustee. Neither Securityholders 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 Owner Trustee nor the Indenture Trustee will have any duty events or facts giving rise to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.such

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.7 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees that if to deliver to the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding Owner Trustee and the Trust and the Note Insurer prompt written notice of the occurrence of a breach of any of the Seller’s representations and warranties of the Seller contained or deemed to be contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the hereof with respect to a Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event transferred hereunder. (“Repurchase Event”). a) Upon discovery by any party hereto of a Repurchase Eventthe Transferor, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and Trust, the Indenture Trustee. Neither , the Owner Trustee nor Note Insurer or the Servicer of (i) a Nonconforming Receivable or (ii) failure to deliver to the Custodian either (A) any document required to be included in the Custodian File or (B) failure to deliver to the Indenture Trustee will the Perfection UCCs, pursuant to Section 7.18 of the Indenture the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Trust Property for compliance with representations and warranties, delivery requirements or payments. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable shall not have any duty been (A) cured within thirty (30) days following notice thereof or (B) waived by the Note Insurer following notice thereof or (ii) the failure to conduct an affirmative investigation as deliver to the Custodian the Custodian File documents or to the Indenture Trustee the Perfection UCCs shall not have been cured within seven (7) calendar days following notice thereof (the occurrence of any condition requiring of the foregoing constitutes a "Repurchase Event"), the Owner Trustee shall transfer to the Seller and the Seller shall assign to the Transferor the Receivable and the other related items of the Trust Property affected by such breach or failure to deliver and the Seller hereby agrees to accept such transfer from the Owner Trustee and to deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within five (5) Business Days following the applicable cure period or two (2) Business Days following receipt by the Seller of notice from the Note Insurer that the Note Insurer will not waive the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable; provided, that such transfer and assignment shall only be made upon receipt by the Owner Trustee of notice from the Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. In consideration of the removal of such Receivable and the other related items of the Trust Property, the Owner Trustee shall cause the Seller and the Seller shall cause the Transferor, no later than the fifth Business Day following such cure period, if any, to pay the Repurchase Price to the Servicer for deposit into the Collection Account. The Owner Trustee shall be entitled to enforce the obligations of the Seller, the Transferor and the applicable Dealer under this Contribution Agreement, the Transfer and Assignment Agreement and the applicable Dealer Agreement, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Note Insurer are authorized to take action on behalf of the Trust to enforce the obligations of the Seller and the Transferor to repurchase such Receivable under this Contribution Agreement or the Transfer and Assignment Agreement, respectively, and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Transferor, the Seller and the Owner Trustee to remove any Receivable pursuant and the other related items of the Trust Property and to remit the Repurchase Price with respect to a Nonconforming Receivable or as to which a failure to deliver has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, the Servicing Agreement, this Section 7.02.Contribution Agreement, the Transfer and Assignment Agreement and the Insurance

Repurchase Events. The Seller Triad hereby covenants and agrees with the Transferor for the benefit of the Transferor, the Issuer, the Indenture Trustee, the Trust Collateral Agent, [the Security Insurer], the Security Holders and the Certificateholder, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s Triad's representations and warranties contained in Section 3.02(b3.2(b) (without regard to any limitations regarding Triad's knowledge), and (ii) the failure of Triad to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating Triad to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Issuer. Unless the breach of any of Triad's representations and warranties were madeshall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to Triad of such breach, Triad shall repurchase any Receivable if such Receivable or the interest therein of the Transferor, the Seller will investigate Issuer, the Receivable to confirm Security Holders, [the breach and determine if Security Insurer] or the breach Certificateholder is materially and adversely affects affected by the interests breach as of the Issuer last day of such second Collection Period and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Transferor, the Issuer, the Security Holders, [the Security Insurer] or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable Certificateholder is materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, Triad shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. The provisions of this Section 6.2 are intended to grant the Indenture Trustee a direct right against Triad acting at the direction or with the consent of [the Security Insurer] to demand performance hereunder, and in connection therewith Triad waives any requirement of prior demand against the Transferor and waives any defaults it would have against the Transferor with respect to such repurchase obligation. In addition to the foregoing, Triad shall be under an obligation to promptly purchase from the IssuerTransferor (in its capacity as Transferor under the [Sale and Servicing Agreement/Pooling and Servicing Agreement]) any Receivable required to be repurchased by Triad pursuant to a breach of its obligations in the [Sale and Servicing Agreement/Pooling and Servicing Agreement] including, without limitation, Triad's repurchase obligations set forth in either case on or before the Payment Date following the end Sections 3.2 and 3.4 of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified [Sale and confirmed such breach. Any such breach or failure will be deemed not to materially Servicing Agreement/Pooling and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableServicing Agreement]. Any such purchase by described in this Section shall take place in the Seller shall be at a price equal to manner specified in Section 5.5 of the Purchased Amount[Sale and Servicing Agreement/Pooling and Servicing Agreement]. In consideration for such repurchaseThe sole remedy hereunder of the Security Holders, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the SellerCertificateholder, the Issuer and Issuer, [the Security Insurer], 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 the Transferor against Triad with respect to any Repurchase Event shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased enforce Triad's obligation to repurchase such Receivables pursuant hereto. It is understood and agreed to this Purchase Agreement; provided, however, that the right to cause the Seller to purchase any Receivable as described above Triad shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, indemnify the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Trust Collateral Agent, [the Security Insurer], the Indenture Trustee will have Trustee, the Back-up Servicer, the Collateral Agent, the Security Holders and the Certificateholder and their respective officers, directors and employees 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 duty of them, as a result of third party claims arising out of the events or facts giving rise to conduct an affirmative investigation a Repurchase Event. Upon receipt of the Purchase Amount, the Trust Collateral Agent shall cause the Custodian to release the related Legal File and the Servicer to release the related Receivable File to Triad and to execute and deliver all instruments of transfer or assignment, without recourse, as are necessary to vest in Triad the occurrence of any condition requiring Transferor's and the repurchase of any Receivable pursuant to this Section 7.02Issuer's right, title and interest in the Receivable.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the [Credit Enhancer] and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected [Affiliated Originator] Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any [Affiliated Originator] Receivable if such [Affiliated Originator] Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the [Affiliated Originator] Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of [Affiliated Originator] Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes [Affiliated Originator] Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the [Credit Enhancer], the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such [Affiliated Originator] Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the [Credit Enhancer], the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the Issuer[Affiliated Originator] Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code"), for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Note Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Note Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Note Insurer, the Trust and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if with the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of any Depositor for the benefit of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were madeDepositor, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase EventIndenture Trustee, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Noteholders that the occurrence of a breach of any of the Seller's representations and warranties contained in Section 3.02 and Section 3.03 that materially and adversely affects the interests of the Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller's election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase of any Receivable pursuant to this Section 7.02Seller.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event following events (“Repurchase EventEvent of Repurchase”). Upon discovery by any party hereto of , which event has a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case material adverse effect on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of to collect the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal Funded Amount, occurs with respect to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment Receivable prior to the Issuer equal Termination Date: (i) any representation or warranty by Seller hereunder with respect to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase Receivable is incorrect when made; or (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 ii) Seller or its designee Servicer fails to perform or observe any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available term, covenant or provision with respect to the IssuerPurchased Receivable or under this Agreement and such failure continues for thirty (30) days after written notice is given to Seller as provided below; or (iii) Account Debtor asserts a Dispute with respect to the Purchased Receivable that is not resolved within thirty (30) days; or (iv) a Change of Control occurs with respect to Seller or Indemnitor; or (v) Seller or Servicer instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, except as otherwise agreed to; or (vi) Seller shall sell all or substantially all of its Medicare Part D insurance business or the Noteholdersmonthly amount of Medicare Part D capitation receivables declines below $[*****]; then, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to Seller shall promptly notify Purchaser of the occurrence of any condition requiring Event of Repurchase hereunder and Purchaser may, at its option, require Seller to repurchase the Purchased Receivable then outstanding within ten (10) Business Days of demand therefor from Purchaser (such date, the “Repurchase Date”). The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any), (3) the Commitment Fee and (4) the Purchaser Equity Amount minus (B) the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date and minus (C) the Shortfall Expenses, if any. The Repurchase Price for the Purchased Receivable shall be paid to the Purchaser Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for the Purchased Receivable, the Purchased Receivable shall be considered repurchased by Seller from Purchaser without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest in and to the repurchased Purchased Receivable, Purchaser shall have no further rights under this Agreement and the repurchased Purchased Receivable shall be free and clear of any Liens or encumbrances of any kind or nature whatsoever. In the event of a repurchase by Seller, Seller may account for the repurchase of the Purchased Receivable in its sole discretion. To the extent there is any Receivable dispute as to whether an Event of Repurchase has occurred or the amount of the Repurchase Price, such dispute shall be administered pursuant to this Section 7.0217 hereof and the Repurchase Date shall be delayed until such dispute is resolved.

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if (a) in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof (and, with respect to Section 3.01(j) at hereof, irrespective of any limitation regarding the time such representations and warranties were madeknowledge of NFC) with respect to any Designated Receivable, the Seller will investigate the Receivable to confirm the breach and determine if the which breach materially and adversely affects NFRRC’s interest (or the interests interest of any Financial Party) in such Designated Receivable (it being understood that a breach of Section 3.01(v)(i) hereof shall be deemed to materially and adversely affect NFRRC’s interest, or the interest of any Financial Party, in such Designated Receivable) or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, which breach materially and adversely affects NFRRC’s interest (or the interest of any Financial Party) in such Designated Receivable, (b) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the Issuer New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the Noteholders and triggers interest of any Financial Party), or (c) if any Designated Receivable being purchased on the Closing Date (i) has a repurchase event first Scheduled Payment that is due after the Closing Date or the Servicer has not received the first Scheduled Payment with respect to any Designated Receivable from the related Obligor on or before the Closing Date or (ii) is an Equal Payment Balloon Receivable or Level Principal Balloon Receivable having a payment due on the final maturity date of any such Designated Receivable in excess of 80% of the Starting Receivable Balance of such Designated Receivable, (each breach or circumstance described in preceding clause (a), (b) or (c), a “Repurchase Event”). Upon discovery by any party hereto ; unless, in the case of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either Event described in clause (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by only, such breach from shall have been cured in all material respects or such license shall have been obtained, as applicable, as of the Issuer, in either case on or before the Payment second Accounting Date following NFC’s discovery or its receipt of notice of breach or the end existence of the Collection Period which includes the 60th day such circumstance (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase such Designated Receivable (or, in the case of preceding clause (b), all Designated Receivables affected by the failure to obtain such license) (or, in the case of preceding clause (c), all Designated Receivables described in clause (c)) from the Subsequent Transferee (if the Seller electsSubsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date (which, an earlier Payment for purposes of a Repurchase Event described in clause (c), shall be the June 2009 Distribution Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price for an amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC directly into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Owner, NFC agrees to repurchase (or, such Designated Receivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as 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 Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. If a Repurchase Event with respect to any Purchased Receivable occurs and is continuing, then the applicable Seller shall, within three (3) Business Days of such occurrence (the “Repurchase Date”) repurchase such Purchased Receivable. The Repurchase Price for such Purchased Receivable and all other amounts due under the Transaction Documents with respect to such Purchased Receivable shall be paid to the Purchaser Account in immediately available funds on the Repurchase Date. Upon payment in full of the Repurchase Price for the Purchased Receivable and all amounts due under the Transaction Documents with respect to such Purchased Receivable, such Purchased Receivable shall be repurchased by the applicable Seller hereby covenants from the Purchaser without recourse to or warranty by the Purchaser. Upon receipt by the Purchaser of the Repurchase Price paid by the applicable Seller, the security interest and all other right, title and interest of the Purchaser in such repurchased Purchased Receivable shall be automatically released and otherwise extinguished and such Seller shall have all right, title and interest in and to such repurchased Purchased Receivable. Each Seller agrees that if the Purchaser may set off any amounts which may be payable by the Purchaser to such Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of against any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any unpaid obligation of the such Seller under this Section 7.025(a). Following In addition to the foregoing, solely in the case of any Purchased Receivable which is subject to a Repurchase EventEvent that is solely the result of a Dilution, the Seller shall either (a) correct or cure may satisfy its obligation to repurchase such breach or (b) purchase any Receivable materially and adversely affected in accordance with the terms hereof by paying the full amount of the Dilution causing such breach Repurchase Event plus interest thereon at a rate equal to the Discount Margin accruing from the Issuer, in either case on or before the Expected Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after to the date that such Dilution amount is paid in full to the Seller became aware Purchaser, provided, that, the payment of or was notified and confirmed such breach. Any such breach or failure will be deemed not amounts to materially and adversely affect satisfy the Noteholders or the Issuer if such breach or failure does Seller’s obligations with respect to any Dilution shall not affect the ability Purchaser’s right, title and interest in the entirety of the Issuer or the Noteholders to receive and retain timely payment in full on such Purchased Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event following events (“Repurchase EventEvent of Repurchase”). Upon discovery by any party hereto of , which event has a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case material adverse effect on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of to collect the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal Funded Amount, occurs with respect to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment Receivable prior to the Issuer equal Termination Date: (i) any representation or warranty by Seller hereunder with respect to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase Receivable is incorrect when made; or (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 ii) Seller or its designee Servicer fails to perform or observe any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available term, covenant or provision with respect to the IssuerPurchased Receivable or under this Agreement and such failure continues for thirty (30) days after written notice is given to Seller as provided below; or (iii) Account Debtor asserts a Dispute with respect to the Purchased Receivable that is not resolved within thirty (30) days; or (iv) a Change of Control occurs with respect to Seller or Indemnitor; or (v) Seller or Servicer instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, except as otherwise agreed to; or (vi) Seller shall sell all or substantially all of its Medicare Part D insurance business or the Noteholdersmonthly amount of Medicare Part D capitation receivables declines below $[*****]; then, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to Seller shall promptly notify Purchaser of the occurrence of any condition requiring Event of Repurchase hereunder and Purchaser may, at its option, require Seller to repurchase the Purchased Receivable then outstanding within ten (10) Business Days of demand therefor from Purchaser (such date, the “Repurchase Date”). The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any), (3) the Purchaser Equity Amount and (4) the Commitment Fee minus (B) the Allocation Percentage of the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a positive number, shall be paid by Seller to the Purchaser Account in immediately available funds on the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a negative number, shall be paid by Purchaser to the Seller’s Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for the Purchased Receivable, the Purchased Receivable shall be considered repurchased by Seller from Purchaser without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest in and to the repurchased Purchased Receivable, Purchaser shall have no further rights under this Agreement and the repurchased Purchased Receivable shall be free and clear of any Liens or encumbrances of any kind or nature whatsoever. In the event of a repurchase by Seller, Seller may account for the repurchase of the Purchased Receivable in its sole discretion. To the extent there is any Receivable dispute as to whether an Event of Repurchase has occurred or the amount of the Repurchase Price, such dispute shall be administered pursuant to this Section 7.0217 hereof and the Repurchase Date shall be delayed until such dispute is resolved.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event following events (“Repurchase EventEvent of Repurchase”). Upon discovery by any party hereto of , which event has a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case material adverse effect on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of to collect the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal Funded Amount, occurs with respect to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment Receivable prior to the Issuer equal Termination Date: (i) any representation or warranty by Seller hereunder with respect to the Purchased Amount Receivable is incorrect when made; or (ii) Seller or Servicer fails to perform or observe any term, covenant or provision with respect to the Purchased Receivable or under this Agreement and such failure continues for thirty (30) days after written notice is given to Seller as provided below; or (iii) Account Debtor asserts a Dispute with respect to the Purchased Receivable that is not resolved within thirty (30) days; or (iv) a Change of Control occurs with respect to Seller or Indemnitor; or (v) Seller or Servicer instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, except as otherwise agreed to; or (vi) Seller sells, assigns (by depositing such amount into the Collection Account on the Business Day preceding the Payment Date operation of repurchase (orlaw or otherwise) or otherwise disposes of, if the Seller electsor creates or suffers to exist any Lien, an earlier Payment Date). Upon payment of such Purchased Amount by the Sellerencumbrance or security interest upon or with respect to, the Issuer and Receivable Balance, other than to Purchaser in a Future Receivables Transaction; or (vii) Seller shall sell all or substantially all of its Medicare Part D insurance business or the Indenture Trustee monthly amount of Medicare Part D capitation receivables declines below $[*****]; then, Seller shall release and shall execute and deliver such instruments promptly notify Purchaser of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring Event of Repurchase hereunder and Purchaser may, at its option, require Seller to repurchase the Purchased Receivable then outstanding within ten (10) Business Days of demand therefor from Purchaser (such date, the “Repurchase Date”). The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any) and (3) the Commitment Fee minus (B) the Allocation Percentage of the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date and minus (C) the Shortfall Expenses, if any. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a positive number, shall be paid by Seller to the Purchaser Account in immediately available funds on the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a negative number, shall be paid by Purchaser to the Seller’s Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for the Purchased Receivable, the Purchased Receivable shall be considered repurchased by Seller from Purchaser without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest in and to the repurchased Purchased Receivable, Purchaser shall have no further rights under this Agreement and the repurchased Purchased Receivable shall be free and clear of any Liens or encumbrances of any kind or nature whatsoever. In the event of a repurchase by Seller, Seller may account for the repurchase of the Purchased Receivable in its sole discretion. To the extent there is any Receivable dispute as to whether an Event of Repurchase has occurred or the amount of the Repurchase Price, such dispute shall be administered pursuant to this Section 7.0217 hereof and the Repurchase Date shall be delayed until such dispute is resolved.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.7 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall be at a price equal to indemnify the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders Insurer, the Trust and the Indenture Trustee. Neither Securityholders 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 Owner Trustee nor the Indenture Trustee will have any duty events or facts giving rise to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.such

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the Seller’s NFC's representations and warranties contained in Section 3.02(b3.01 hereof with respect to any Designated Receivable or (ii) at the time such representations and warranties were madea breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Seller Series 2003-B Portfolio Interest or the Series 2003-B Portfolio Certificate which breach has a material adverse effect on NFRRC's interest in such Designated Receivable, the Series 2003-B Portfolio Interest or the Series 2003-B Portfolio Certificate unless, in either case, such breach shall have been cured in all material respects (each a "Repurchase Event") as of the second Accounting Date following NFC's discovery or its receipt of notice of breach (or, at NFC's election, the first Accounting Date following such discovery), NFC will investigate repurchase the Designated Receivable to confirm (or in the breach and determine case of the Series 2003-B Portfolio Interest or Series 2003-B Portfolio Certificate, such Designated Retail Leases which are then included in the Series 2003-B Portfolio Interest or Series 2003-B Portfolio Certificate) from the Subsequent Transferee (if the breach materially and adversely affects Subsequent Transferee is then the interests Owner of such Designated Receivable) on the Issuer or related Distribution Date for an amount equal to the Noteholders and triggers a repurchase event (“Repurchase Event”)Warranty Payment, without further notice from NFRRC hereunder. Upon discovery by any party hereto the occurrence of a Repurchase EventEvent with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable from NFRRC for an amount and upon the party discovering same terms as NFC would be obligated to repurchase such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Designated Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as 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 Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Designated Receivable as described above shall to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy respecting against NFC for such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have NFRRC or any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Interested Party.

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations 3.02 and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach Section 3.03 that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any Receivable in satisfaction of any Purchase Amount in respect of such Receivable that is due and which remains unpaid by the Seller. (b) The Seller shall have the option to repurchase from the Depositor, from time to time, any duty to conduct an affirmative investigation as of the Receivables sold to the occurrence Depositor under this Agreement for the related Purchase Amount; provided, that the aggregate outstanding principal balance of any condition requiring all such Receivables repurchased and to be repurchased shall not exceed [__]% of the repurchase aggregate outstanding principal balance of any all of the Receivables sold to the Depositor hereunder, in each case measured as of the Cutoff Date. If the Seller shall exercise such option, it shall deposit or cause to be deposited into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable pursuant on or prior to this Section 7.02the date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(bSECTION 3.2(B) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to SECTION 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("REPURCHASE EVENTS"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this SECTION 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; PROVIDED, HOWEVER, that the Seller shall indemnify the Trustee, 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 at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event following events (“Repurchase EventEvent of Repurchase”). Upon discovery by any party hereto of , which event has a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case material adverse effect on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of to collect the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal Funded Amount (other than clause (vii) below), occurs with respect to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment Receivable prior to the Issuer equal Termination Date: (i) any representation or warranty by Seller hereunder with respect to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase Receivable is incorrect when made; or (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 ii) Seller or its designee Servicer fails to perform or observe any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available term, covenant or provision with respect to the IssuerPurchased Receivable or under this Agreement and such failure continues for thirty (30) days after written notice is given to Seller as provided below; or (iii) Account Debtor asserts a Dispute with respect to the Purchased Receivable that is not resolved within thirty (30) days; or (iv) a Change of Control occurs with respect to Seller or Indemnitor; or (v) Seller or Servicer instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, except as otherwise agreed to; or (vi) Seller shall sell all or substantially all of its Medicare Part D insurance business or the Noteholdersmonthly amount of Medicare Part D capitation receivables declines below $[*****]; or (vii) The United States Department of Justice initiates a legal action as a result of the DOJ CID or joins or pursues or intervenes in any legal action against Seller as a result of the DOJ CID; then, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to Seller shall promptly notify Purchaser of the occurrence of any condition requiring Event of Repurchase hereunder and Purchaser may, at its option, require Seller to repurchase the Purchased Receivable then outstanding within ten (10) Business Days of demand therefor from Purchaser (such date, the “Repurchase Date”). The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any), (3) the Purchaser Equity Amount and (4) the Commitment Fee minus (B) the Allocation Percentage of the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a positive number, shall be paid by Seller to the Purchaser Account in immediately available funds on the Repurchase Date. The Repurchase Price for the Purchased Receivable, to the extent the preceding formula results in a negative number, shall be paid by Purchaser to the Seller’s Account in immediately available funds on the Repurchase Date. Upon the payment in full of the Repurchase Price for the Purchased Receivable, the Purchased Receivable shall be considered repurchased by Seller from Purchaser without recourse to or warranty by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and interest in and to the repurchased Purchased Receivable, Purchaser shall have no further rights under this Agreement and the repurchased Purchased Receivable shall be free and clear of any Liens or encumbrances of any kind or nature whatsoever. In the event of a repurchase by Seller, Seller may account for the repurchase of the Purchased Receivable in its sole discretion. To the extent there is any Receivable dispute as to whether an Event of Repurchase has occurred or the amount of the Repurchase Price, such dispute shall be administered pursuant to this Section 7.0217 hereof and the Repurchase Date shall be delayed until such dispute is resolved; provided however, that notwithstanding any other provision herein, Section 17 shall not apply to any Event of Repurchase under clause (vii) above and the Repurchase Date shall not be delayed with respect to such Event of Repurchase.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the [Credit Enhancer] and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivable, Linc Receivable or [[Affiliated Originator] Receivable]) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the [Credit Enhancer], the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the [Credit Enhancer], the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were madefollowing events (each, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (an “Repurchase Event”). Upon discovery by ) occurs with respect to a Purchased Receivable: (i) such Purchased Receivable was not an Eligible Receivable at the time of purchase; (ii) any party Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Contract and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Due Date thereof; (iii) without limiting clause (ii) above, any Seller or Servicer fails to comply with its obligation set forth in clause (f) of Exhibit D hereto of to, at its expense, promptly execute and deliver all further instruments and documents, and take all further action that the Purchaser may reasonably request, from time to time, as may be necessary for the Purchaser to prosecute any claim under any applicable credit insurance policy; (iv) any Seller or Servicer instructs the related Account Debtor to pay any amount with respect to such Purchased Receivable to an account other than the applicable Collection Account or the Purchaser’s Account; or (v) a Repurchase EventDispute has arisen with respect to any Purchased Receivable, then, the party discovering such breach applicable Seller shall give prompt written within five (5) Business Days deliver notice thereof to the Purchaser and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable at the Purchaser’s option and demand. The repurchase price for a Purchased Receivable shall be the amount equal to (i) the Purchase Price for such Purchased Receivable, net of any Collections or other parties hereto; providedpayments received by the Purchaser with respect to such Purchased Receivable, that delivery plus (ii) the Discount applicable to such Purchased Receivable and accrued for the period from the applicable Purchase Date to the date on which such Purchased Receivable is repurchased, plus (iii) all other amounts then payable by the applicable Seller under the Transaction Documents with respect to such Purchased Receivable as of the date on which such Purchased Receivable is repurchased (such amount herein referred to as the “Repurchase Price”). The Repurchase Price for any Purchased Receivable shall be paid to the Purchaser’s Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Purchaser. Upon the payment in full of the repurchase price with respect to a Servicer’s Certificate Purchased Receivable, such Purchased Receivable shall hereby be, and be deemed to constitute prompt written notice thereof be, repurchased by such Seller from the Purchaser without recourse to or warranty by the other party; provided, further, Purchaser. To the extent an affected Purchased Receivable has a Deferred Purchase Price that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventis greater than $0, the applicable Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from receive a credit against the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment Repurchase Price of such Purchased Amount by Receivable on a dollar for dollar basis (which credit will also reduce such Deferred Purchase Price on the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02same basis).

Repurchase Events. The Seller hereby covenants and agrees In the event that if the Seller discovers has actual knowledge, or is notified by a Requesting Party with a Repurchase Request regarding a breach of receives written notice from the Purchaser that any Underlying Contract failed to satisfy the Eligibility Criteria applicable to such Underlying Contract as of the Seller’s representations and warranties contained in Section 3.02(b) at the time Purchase Date related to such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase EventUnderlying Contract, the Seller shall either (awithin ten (10) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach Business Days following its receipt of written notice thereof from the IssuerPurchaser) repurchase all Purchased Assets attributable to such Underlying Contract by making a payment to the Purchaser, in either case on or before the Payment Date following the end immediately available funds, of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Repurchase Price with respect to such Purchased AmountAssets, provided, however, that if such failure to satisfy the Eligibility Criteria applicable to such Underlying Contract can be cured within thirty (30) Business Days, the Seller shall, within such thirty (30) Business Day period, either cure such failure or repurchase the Purchased Assets attributable to such Underlying Contract in the manner set forth in this Section 2.4. Upon payment of the Repurchase Price, the Purchaser will automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller all the rights, titles and interests of the Purchaser in and to such Purchased Assets. In consideration for connection with any such repurchase, the Seller documents comprising the Contract File shall make (or shall cause to be made) a payment promptly released to the Issuer equal to Seller, and the Purchased Amount Purchaser shall execute such documents and instruments of sale or assignment reasonably requested by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment to effect the conveyance of such Purchased Amount Assets free and clear of any Adverse Claims created by the SellerPurchaser and any other Adverse Claims arising after the Purchase Date (other than Adverse Claims arising out of circumstances occurring prior to the applicable Purchase Date and Permitted Adverse Claims). For avoidance of doubt, the Issuer sole remedy of the Purchaser (and its successors and assigns) with respect to the Indenture Trustee shall release and shall execute and deliver failure of any Underlying Contract to satisfy the Eligibility Criteria applicable to such instruments Underlying Contract as of release, transfer or assignment, in each case without recourse or representation, as the Purchase Date related to such Underlying Contract shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause require the Seller to purchase repurchase the Purchased Assets attributable to such Underlying Contract as is more specifically provided above. Nothing in this paragraph shall be construed to give the Seller any Receivable right, title or interest in and to any Purchased Asset after the related Purchase Date, or to require the Seller to repurchase any Purchased Asset due to (i) such Purchased Asset’s lack of future performance, (ii) such Purchased Asset’s decline in value, (iii) as described above shall constitute a result of the sole remedy respecting related Claimant’s or Adverse Party’s insolvency, credit loss or general inability to pay or (iv) any other reason arising after the applicable Purchase Date. The Seller hereby confirms and agrees that, with respect to any Purchased Asset, from and after the applicable Purchase Date, the Seller (i) has no right, title or interest in such breach available Purchased Asset and (ii) has no authority with respect to the Issuercollection, the Noteholdersamendment, the Owner Trusteemodification, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence adjustment, extension or cancellation of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02such Purchased Asset.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified and confirmed of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Datedate). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 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 Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any Receivable in satisfaction of any Purchase Amount in respect of such Receivable that is due and which remains unpaid by the Seller. (b) The Seller shall have the option to repurchase from the Depositor, from time to time, any duty to conduct an affirmative investigation as of the Receivables sold to the occurrence Depositor under this Agreement for the related Purchase Amount; provided, that the aggregate outstanding principal balance of all such Receivables repurchased and to be repurchased shall not exceed [2.0]% of the aggregate outstanding principal balance of all of the Receivables sold to the Depositor hereunder, in each case measured as of the Cutoff Date. If the Seller shall exercise such option, it shall deposit or cause to be deposited into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to the date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. (c) Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will evaluate such Review Report to determine whether any applicable Receivable should be repurchased as a result of a breach of any condition requiring representation or warranty made by the repurchase of any Receivable pursuant to this Seller in Section 7.023.02(b).

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if (A) in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof with respect to any Designated Receivable or (ii) at the time such representations and warranties were madea breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Seller will investigate the Receivable to confirm the breach and determine if the which breach materially and adversely affects NFRRC’s interest (or the interests interest of any Financial Party) in such Designated Receivable, or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the Issuer New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the Noteholders and triggers interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a repurchase event (“Repurchase Event”). Upon discovery by ) unless, in any party hereto of a Repurchase Eventsuch case, the party discovering such breach shall give prompt written have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice thereof to of breach or the other parties hereto; providedexistence of such circumstance (or, that delivery at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable or, in the case of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; providedpreceding clause (B), further, that all Designated Receivables affected by the failure to give obtain such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventlicense, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day Subsequent Transferee (or, if the Seller elects, Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC directly into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Table of Contents Owner, NFC agrees to repurchase (or, such Designated Receivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as 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 Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.