Common use of Repurchase of Receivables Clause in Contracts

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or any assignee thereof) in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the Securityholders and knowledge of the Seller as to the facts stated therein, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the option time of the RPA Seller, breach or at the last day in time the first Collection Period following the Collection Period in which such discovery is representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of If a breach of any representation or warranty set forth on Exhibit A in Section 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in sixtieth (60th) day after the date on which the discovery Seller becomes aware of the such breach is made or notice is received, failure as the case may be (or, at the option of the RPA Seller, the last day described in the first Collection Period following the Collection Period in which such discovery is madeSection 3.5(b), the RPA Seller shall repurchase such Receivable from the Purchaser on the Distribution Date following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of for the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect Amount of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty AmountPurchaser. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto Receivable and all proceeds thereofother related assets described in Section 2.1(a). The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this SectionSection 3.5(c). The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to set forth in Section 2.03(a) 3.4 shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionSection 3.5(c).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the option time of the RPA Seller, breach or at the last day in time the first Collection Period following the Collection Period in which such discovery is representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. (i) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) or Section 3.1(c) of the Receivables Purchase Agreement or Section 3.1(b) hereof with respect to any Receivables that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach by the Depositor shall have been cured within thirty (30) days following (i) discovery of the breach or receipt of notice of such breach by the Depositor from the Issuing Entity or the Grantor Trust (which notice shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach), or (ii) in the case of the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Depositor shall (1) repurchase from the Issuing Entity each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement that results in a Repurchase Event, use reasonable efforts to enforce, at the direction of the Issuing Entity or any of it assigns, including the Indenture Trustee, the obligations of the Seller under Section 3.1(d) of the Receivables Purchase Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach of a representation or warranty set forth in Section 3.1(b) hereof shall be deemed not to materially and adversely affect the interests of the Noteholders or the Certificateholders taken as a whole, if such Repurchase Event does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on Exhibit A such Receivable. The Depositor shall not interfere with or act to hinder the Issuing Entity’s or any assignee’s exercise of rights and remedies under this Section 3.1(c) or under Section 3.1(d) or Section 4.13 of the Receivables Purchase Agreement. (ii) It is understood and agreed that the obligation of the Depositor to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(b), which materially and adversely affects the interests of the Issuer Noteholders or the Securityholders Certificateholders taken as a whole, has occurred and unless is continuing, and the breach shall have been cured by the last day obligation of the second Collection Period following Depositor to enforce the Collection Period Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in which the discovery connection with a breach of a representation or warranty set forth in Section 3.1(b) or Section 3.1(c) of the breach is made Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13 hereof or notice is received, as the case may be (or, at the option Section 4.13 of the RPA SellerReceivables Purchase Agreement) against the Depositor or the Seller for such breach available to the Issuing Entity, the last day in the first Collection Period following the Collection Period in which such discovery is made)Grantor Trust, the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the IssuerFinancial Parties, the Owner Trustee, the Delaware Grantor Trust Trustee or the Indenture Trustee. (iii) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Second Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Issuing Entity (or its applicable assign, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller case may be) to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionDepositor.

Repurchase of Receivables. In the event of of (A) a breach of any representation or warranty set forth on Exhibit A which in Section 3.1(b) or Section 3.1(c) hereof with respect to any Receivable, that materially and adversely affects the interests of the Issuer Noteholders or the Securityholders and Certificateholders taken as a whole (a “Repurchase Event”), unless the breach shall have been cured by the last day of the second Collection Period within thirty (30) days following the Collection Period in which the (i) discovery of the breach is made by the Seller or receipt of notice is receivedof such breach by the Seller from the Purchaser, the Issuing Entity or the Grantor Trust (which notice shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach), or (ii) in the case may be (or, at the option of the RPA SellerOwner Trustee, the last day in Grantor Trust Trustee or the first Collection Period following Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable from the Grantor Trust (if the Grantor Trust is then the owner of such Receivable) on the date and for the amount specified in the Receivables Transfer Agreement, in each case, without further notice from the Purchaser hereunder. In consideration Any such breach shall be deemed not to materially and adversely affect the interests of the purchase of any Noteholders or the Certificateholders taken as a whole, if such Receivable, on breach does not affect the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Upon the Issuer occurrence of a Repurchase Event with respect to a Receivable for which the Purchaser is the owner, the Seller agrees to repurchase such Receivable from the Purchaser for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Grantor Trust if the Grantor Trust was then the owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Grantor Trust as the owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a Repurchase Event has occurred and is continuing shall, without further actionif such obligation is fulfilled, be deemed constitute the sole and exclusive remedy (other than any indemnities available pursuant to transfer, assign and otherwise convey Section 4.13) available to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the IssuerIssuing Entity, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Delaware Grantor Trust Trustee and the Financial Parties for the breach of any representation or the Indenture Trustee, as applicable, shall execute such documents warranty set forth in Section 3.1(b) and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Section 3.1(c) hereof with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsuch Receivable.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of of: (i) a breach of any representation or warranty set forth on in Exhibit A which B hereof with respect to any Receivable, that materially and adversely affects the interests of the Issuer Noteholders or the Securityholders and Certificateholders taken as a whole (a “Repurchase Event”), unless the breach shall have been cured by the last day of the second Collection Period within thirty (30) days following the Collection Period in which the (A) discovery of the breach is made by the Seller or receipt of notice is receivedof such breach by the Seller from the Purchaser, the Issuing Entity or the Grantor Trust (which notice shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach), or (B) in the case may be (or, at the option of the RPA SellerOwner Trustee, the last day in Grantor Trust Trustee or the first Collection Period following Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (ii) the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration Receivable from the Grantor Trust (if the Grantor Trust is then the owner of the purchase of any such Receivable, on ) by remitting to the related Payment Date, the RPA Seller shall remit Collection Account an amount equal to the Warranty Purchase Amount of each such Receivable on or before the Payment in respect Date following the end of the Collection Period which includes the 30th day after the date the Seller becomes aware or was notified of such Receivable to breach, without further notice from the Purchaser and hereunder. Any such breach shall be entitled deemed not to receive materially and adversely affect the Released Warranty Amount. Upon any interests of the Noteholders or the Certificateholders taken as a whole, if such repurchase, each breach does not affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Upon the Issuer occurrence of a Repurchase Event with respect to a Receivable for which the Purchaser is the owner, the Seller agrees to repurchase such Receivable from the Purchaser for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Grantor Trust if the Grantor Trust was then the owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Grantor Trust as the owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a Repurchase Event has occurred and is continuing shall, without further actionif such obligation is fulfilled, be deemed constitute the sole and exclusive remedy (other than any indemnities available pursuant to transfer, assign and otherwise convey Section 4.14) available to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the IssuerIssuing Entity, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Delaware Grantor Trust Trustee and the Financial Parties for the breach of any representation or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders warranty set forth in Exhibit B hereof with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsuch Receivable.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee[, the Delaware Trustee Trustee] or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of If a breach of any representation or warranty set forth on Exhibit A in Section 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in sixtieth (60th) day after the date on which the discovery Seller becomes aware of the such breach is made or notice is received, failure as the case may be (or, at the option of the RPA Seller, the last day described in the first Collection Period following the Collection Period in which such discovery is madeSection 3.5(b), the RPA Seller shall repurchase such ReceivableReceivable from the Purchaser on the Distribution Date following such Collection Period. In consideration of for the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect Amount of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty AmountPurchaser. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto Receivable and all proceeds thereofother related assets described in Section 2.1. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this SectionSection 3.5(c). The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to set forth in Section 2.03(a) 3.4 shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionSection 3.5(c).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) (including by means of a subsequently discovered breach of any local law or ruling or regulation thereunder) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerServicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or either Trustee of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer as of the close of business on the last day of such Collection Period, by depositing an amount equal to the Purchase Amount into the Collection Account on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) whether or not the Seller or the Purchaser has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. In consideration of the purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), which Liens shall not have been satisfied or otherwise released in full as of the Closing Date, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or and the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. (i) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement or Section 3.1(b) hereof with respect to any Receivables that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach by the Depositor shall have been cured within thirty (30) days following (i) discovery of the breach or receipt of notice of such breach by the Depositor from the Issuing Entity [or the Grantor Trust] (which notice shall provide sufficient detail so as to allow the Seller to reasonable investigate the alleged breach), or (ii) in the case of the Owner Trustee[, the Grantor Trust Trustee] or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Depositor shall (1) repurchase from the Issuing Entity each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement that results in a Repurchase Event, use reasonable efforts to enforce, at the direction of the Issuing Entity or any of it assigns, including the Indenture Trustee, the obligations of the Seller under Section 3.1(d) of the Receivables Purchase Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach of a representation or warranty set forth in Section 3.1(b) hereof shall be deemed not to materially and adversely affect the interests of the Noteholders or the Certificateholders taken as a whole, if such Repurchase Event does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on Exhibit A such Receivable. The Depositor shall not interfere with or act to hinder the Issuing Entity’s or any assignee’s exercise of rights and remedies under this Section 3.1(c) or under Section 3.1(d) or Section 4.13 of the Receivables Purchase Agreement. (ii) It is understood and agreed that the obligation of the Depositor to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(b), which materially and adversely affects the interests of the Issuer Noteholders or the Securityholders Certificateholders taken as a whole, has occurred and unless is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) or Section 3.1(c) of the Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13 or Section 4.13 of the Receivables Purchase Agreement) against the Depositor or the Seller for such breach available to the Issuing Entity, [the Grantor Trust,] the Financial Parties, the Owner Trustee[, the Grantor Trust Trustee] or the Indenture Trustee. (iii) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Second Step Transferred Property shall have been cured be automatically and immediately assigned and re-conveyed by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made Issuing Entity (or notice is receivedits applicable assign, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal be) to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionDepositor.

Repurchase of Receivables. In (a) The Depositor hereby covenants and agrees to deliver to the event Issuer, the Contributor, the Servicer, the Agent and the Indenture Trustee prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Depositor contained or the Securityholders and unless the breach shall have been cured deemed to be contained in Section 3.02(a) hereof with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Agent or the Servicer of (a) a Nonconforming Receivable, or (b) the failure to deliver any document required to be included in any Custodian File or file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, 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 this Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Receivables or the Deposited Assets for compliance with the representations and warranties or delivery requirements set forth herein. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on such Receivable or its collectibility or the Noteholders and shall not have been (A) cured within thirty (30) days following notice thereof or (B) waived by the Majority Holders following notice thereof or (ii) the failure to deliver to the Custodian such Custodian File documents or UCC Financing Statements shall not have been cured within the time period required herein (other than the Certificates of Titles, with respect to which the Contributor shall have three (3) Business Days after the one hundred eighty (180) day period set forth in Section 3.02(a)(xvii)), the Depositor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs (ii), (iii), (v), (vii), (ix), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx), (xxi), (xxii), (xxviii), (xxx) and (xxxii) of Section 3.02(a) automatically shall be deemed to have a material adverse effect on the applicable Receivable or the Noteholders. The Issuer shall transfer to the Depositor the Receivable (and the Deposited Assets relating solely to such Receivable) affected by such breach or failure to deliver; provided, that such transfer and assignment shall only be made upon receipt by the Issuer of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Issuer shall be entitled to enforce the obligations of the Depositor, the Contributor and each applicable Dealer under this Agreement, the Contribution 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 Agent are authorized to take action on behalf of the Issuer (i) to enforce the obligations of the Depositor to repurchase such Receivable under this Agreement, (ii) to enforce the obligations of the Contributor to repurchase such Receivable under the Contribution Agreement and (iii) to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Depositor, the Contributor and the Issuer to remove any Receivable (and the Deposited Assets relating solely to such Receivable) and to remit the Repurchase Price with respect to a Nonconforming Receivable which has a material adverse affect on the Noteholders or on such Receivable or its collectibility 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, this Agreement and the Contribution Agreement, against the Depositor, the Contributor and the Issuer for such breach or failure to deliver, available to the Indenture Trustee or the Indenture TrusteeNoteholders. Notwithstanding the foregoing, the Depositor shall indemnify the Owner Trustee (as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaserin its individual capacity), the Issuer, the Trustees Indenture Trustee, the Backup Servicer, the Agent, the Noteholders and their respective officers, directors, employees and agents 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 Securityholders with respect events or facts giving rise to a breach of the RPA Seller’s representations and warranties pursuant to repurchase event set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section3.03(a).

Repurchase of Receivables. (i) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Purchase Agreement or Section 3.1(b) hereof with respect to any Receivables that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach by the Depositor shall have been cured within thirty (30) days following (i) discovery of the breach or receipt of notice of such breach by the Depositor from the Issuing Entity or the Grantor Trust (which notice shall provide sufficient detail so as to allow the Seller to reasonable investigate the alleged breach), or (ii) in the case of the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Depositor shall (1) repurchase from the Issuing Entity each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Purchase Agreement that results in a Repurchase Event, use reasonable efforts to enforce, at the direction of the Issuing Entity or any of it assigns, including the Indenture Trustee, the obligations of the Seller under Section 3.1(c) of the Receivables Purchase Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach of a representation or warranty set forth in Section 3.1(b) hereof shall be deemed not to materially and adversely affect the interests of the Noteholders or the Certificateholders taken as a whole, if such Repurchase Event does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on Exhibit A such Receivable. The Depositor shall not interfere with or act to hinder the Issuing Entity’s or any assignee’s exercise of rights and remedies under this Section 3.1(c) or under Section 3.1(c) or Section 4.13 of the Receivables Purchase Agreement. (ii) It is understood and agreed that the obligation of the Depositor to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(b), which materially and adversely affects the interests of the Issuer Noteholders or the Securityholders Certificateholders taken as a whole, has occurred and unless is continuing, and the breach shall have been cured by the last day obligation of the second Collection Period following Depositor to enforce the Collection Period Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in which the discovery connection with a breach of a representation or warranty set forth in Section 3.1(b) of the breach is made Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13 or notice is received, as the case may be (or, at the option Section 4.13 of the RPA SellerReceivables Purchase Agreement) against the Depositor or the Seller for such breach available to the Issuing Entity, the last day in the first Collection Period following the Collection Period in which such discovery is made)Grantor Trust, the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the IssuerFinancial Parties, the Owner Trustee, the Delaware Grantor Trust Trustee or the Indenture Trustee. (iii) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Second Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Issuing Entity (or its applicable assign, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller case may be) to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionDepositor.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. The sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. The sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the option time of the RPA Seller, breach or at the last day in time the first Collection Period following the Collection Period in which such discovery is representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section. SECTION 2.05.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) (including by means of a subsequently discovered breach of any local law or ruling or regulation thereunder) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerMaster Servicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or any Noteholder of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer as of the close of business on the last day of such Collection Period, by depositing an amount equal to the Purchase Amount into the Collection Account on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) except as otherwise noted whether or not the Seller or the Purchaser has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. In consideration of the purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer or the Securityholders any [Certificateholders][Securityholders] in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is mademade or such notice received), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the Lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of any [Certificateholders][Securityholders] in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. (a) In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests that, pursuant to Section 5.01 of the Issuer or Sale and Contribution Agreement, T-Mobile PCS repurchases an Ineligible Receivable from T-Mobile Funding pursuant to the Securityholders terms of the Sale and unless Contribution Agreement, T-Mobile PCS may request that the breach Seller from which it acquired such Ineligible Receivable hereunder repurchase, and such Seller shall have been cured an obligation to repurchase, such Ineligible Receivable from T-Mobile PCS, automatically, and without further action by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made such Seller or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such ReceivableT-Mobile PCS, on the related Payment Datesame date, for the RPA Seller same amount and on the same terms of the corresponding repurchase by T-Mobile PCS to take place under Section 5.01 of the Sale and Contribution Agreement. All of the retransfers of Ineligible Receivables contemplated by this Section 2.03(a) shall remit an amount equal occur without recourse to, and without warranty of any kind deemed to have been made by, T-Mobile PCS, and all representations and warranties are hereby expressly disclaimed. Upon payment of the amounts described in this Section 2.03(a), T-Mobile PCS shall assign to the Warranty Purchase Payment applicable Seller all of T-Mobile PCS’s right, title and interest in respect of such Receivable to the Purchaser applicable Ineligible Receivables, in each case received and shall be entitled to receive released from T-Mobile PCS in accordance with the Released Warranty Amount. Upon any such repurchase, each of the Purchaser Sale and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA SellerContribution Agreement, without recourse, representation or warranty. (b) In the event that, all pursuant to Section 5.02 of the rightSale and Contribution Agreement, title T-Mobile Funding retransfers an Imminent Written-Off Receivable to T-Mobile PCS, T-Mobile PCS may request that the Seller from which it initially acquired such Imminent Written-Off Receivable hereunder repurchase, and interest such Seller shall have an obligation to repurchase, such Imminent Written-Off Receivable from T-Mobile PCS, and such Imminent Written-Off Receivable shall immediately thereafter be retransferred by T-Mobile PCS to such Seller, automatically, and without any further action by such Seller or T-Mobile PCS. All of either the Purchaser or the Issuer inretransfers of Imminent Written-Off Receivables contemplated by this Section 2.03(b) shall occur without recourse to, and without warranty of any kind deemed to and under such repurchased Receivablehave been made by, all monies due or to become due with respect thereto T-Mobile PCS, and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties are hereby expressly disclaimed. In connection with the retransfers of Imminent Written-Off Receivables contemplated by this Section 2.03(b), T-Mobile PCS shall assign, set over and otherwise convey to the applicable Seller all of T-Mobile PCS’s right, title, and interest to the applicable Imminent Written-Off Receivables. For purposes of this Section 2.03(b), T-Mobile PCS shall be prohibited from retransferring Receivables to any Seller if at the time of such retransfer, and after giving effect thereto, the aggregate Outstanding Balances immediately prior to the retransfer for all retransferred Imminent Written-Off Receivables to such Seller during the past twelve (12) months would exceed 10.00% of the aggregate Outstanding Balances of all Receivables sold by such Seller to T-Mobile PCS hereunder. 740343024 (c) In the event that, pursuant to Section 2.03(a5.04 of the Sale and Contribution Agreement, an EPS/HPP Receivable is automatically retransferred to T-Mobile PCS, T-Mobile PCS may request that the Seller from which it initially acquired such Receivable hereunder repurchase, and such Seller shall have an obligation to repurchase, such EPS/HPP Receivable from T-Mobile PCS, and such EPS/HPP Receivable shall immediately thereafter be retransferred by T-Mobile PCS to such Seller, automatically, and without any further action by such Seller or T-Mobile PCS. All of the retransfers of EPS/HPP Receivables contemplated by this Section 2.03(c) shall be occur without recourse to, and without warranty of any kind deemed to require have been made by, T-Mobile PCS, and all representations and warranties are hereby expressly disclaimed. In connection with the RPA retransfers of EPS/HPP Receivables contemplated by this Section 2.03(c), T-Mobile PCS shall assign, set over and otherwise convey to the applicable Seller all of T-Mobile PCS’s right, title, and interest to repurchase the related Receivables pursuant to this Sectionapplicable EPS/HPP Receivables.

Repurchase of Receivables. In To the event of a breach of extent that any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Seller under the Issuer Purchase Agreement with respect to any Series Receivable, or, to the extent that any representation or warranty in any certificate delivered by Imperial Holdings for, and on behalf of, Seller (in its capacity as a sole shareholder, member or manager of the Securityholders Seller), in any case with respect to any Series Receivable and unless in connection with any of the breach opinions of counsel delivered on the Closing Date, was in any case incorrect in any material respect when made or deemed made, the Issuer shall in any case within five Business Days after learning thereof, cause the Seller to (x) convey to the Issuer, in exchange for such affected Series Receivable, one or more different Eligible Receivables (1) to be described on a List of Receivables delivered to the Trustee, (2) having a Discounted Receivables Balance approximately equal to (but not less than) that of the Receivable being so replaced (provided that for purposes of this clause, the Discounted Receivables Balance of such Series Receivable being so replaced shall be calculated by treating any past due Scheduled Payments thereon as if such payments were due on the date of such calculation and the Discounted Receivables Balance of the replacement Series Receivable shall be calculated without giving effect to any past due Scheduled Payments owing thereon) and (3) the Settlement Annuity Provider(s) and/or Obligor(s), as applicable, related thereto shall have been cured by a rating of at least “Baa3” from Xxxxx’x, “BBB-” from S&P or “B+” from A.M. Best (or any successor thereto) and/or (y) repurchase, in cash delivered to the last day of Series Collection Account for such Series, such affected Series Receivable from the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit Issuer for an amount equal to the Warranty Purchase Payment in respect Discounted Receivables Balance (as calculated by treating any past due Scheduled Payments thereon as if such payments were due on the date of such calculation) of such Series Receivable, whereupon, in any case, (a) the Series Receivable being replaced or repurchased shall cease to be a “Series Receivable” and, in the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon case of clause (x), any such repurchase, each new Receivable shall become a “Series Receivable” (it being agreed that the incorrectness of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, any such representation or warranty, all and the rightobligations of the Seller pursuant to this clause (s) resulting therefrom, title and interest shall in each case, be determined without giving effect to any limitation on the “knowledge,” “best of either knowledge” or other similar limitation on the Purchaser knowledge of the Seller, or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture TrusteeImperial Holdings, as applicable, contained in any such representation or warranty) and (b) the Trustee shall execute release the Issuer’s interest in such documents and instruments affected Series Receivable from the lien of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable Trustee effected pursuant to this Section. The sole remedy of the PurchaserGranting Clause and pursuant to the Supplement (and shall, at the Issuer’s expense, execute and deliver to the Trustees or the Securityholders with Issuer all necessary UCC releases and other releases in respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionthereof).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 3.03(a) which materially and adversely affects the interests of the Issuer Securityholders or the Securityholders Insurer in any Receivable or if the Servicer does not receive the Title Documents for the related Financed Vehicle within 180 days of the Closing Date, the party discovering such breach or non-receipt of the Title Documents shall give prompt written notice to the others and unless the breach shall have been cured by Insurer. As of the last day of the second first Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following of the Collection Period in which such discovery is mademade or notice is received), the RPA Seller shall repurchase such Receivable. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) except as otherwise noted whether or not the Seller or the Purchaser has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. Upon breach of Section 3.03(a)(xxviii), the Seller shall repurchase such Receivable in the Collection Period in which it discovers or receives notice of such breach. The Seller shall be deemed to have received notice of breach of Section 3.03(a)(xxviii) and shall repurchase the Receivables listed on the Certificate of Title/Lien Exception Report upon receipt of the Certificate of Title/Lien Exception Report in , 2001. In consideration of the purchase repurchase of any such Receivable, on the related Payment Deposit Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Repurchase Payment in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Trustees, the Insurer or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer or the Securityholders and [Certificateholders][Securityholders] in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the [Certificateholders] [Securityholders] with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. [The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code §349.003 if the forms of contracts used are not the forms that are assumed to have been used in Texas in the opinion of Xxxxxx Xxxx, LLP dated as of the PurchaserClosing Date, the Issuer, the Trustees or the Securityholders with respect to a and for any civil liabilities that arise for breach of the RPA Seller’s representations and warranties pursuant to covenant set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section2.04(e).]

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code §349.003 if the forms of contracts used are not the forms that are assumed to have been used in Texas in the opinion of Xxxxxx Xxxx, LLP dated as of the PurchaserClosing Date, the Issuer, the Trustees or the Securityholders with respect to a and for any civil liabilities that arise for breach of the RPA Seller’s representations and warranties pursuant to covenant set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section2.04(e).

Repurchase of Receivables. In (a) The Contributor hereby covenants and agrees to deliver to the event Depositor, the Indenture Trustee and the Agent prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Contributor contained or the Securityholders and unless the breach shall have been cured deemed to be contained in Section 3.02(a) hereof with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerContributor, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Trustee Agent or the Servicer of (a) a Nonconforming Receivable, or (b) the failure to deliver any document required to be included in any Custodian File, or to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, 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 Sale and Servicing Agreement or the Indenture, the Indenture Trustee, as applicable, Trustee has no obligation to review or monitor the Receivables or the Contributed Assets for compliance with representations and warranties or delivery requirements. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on the Noteholders or such Receivable or its collectibility and shall execute such documents and instruments of transfer not have been (A) cured within thirty (30) days following notice thereof or assignment and take such other actions as shall reasonably be requested (B) waived by the RPA Seller Majority Holders following notice thereof or (ii) the failure to effect deliver to the conveyance Custodian such Custodian File documents or UCC Financing Statements within the time period required herein or in the Sale and Servicing Agreement (other than the Certificates of such Receivable pursuant to this Section. The sole remedy of the PurchaserTitle, the Issuer, the Trustees or the Securityholders with respect to which the Contributor shall have three (3) Business Days after the one hundred eighty (180) day period set forth in Section 3.02(a)(xvii)), the Contributor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of the RPA Seller’s representations a representation and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.warranty set forth in paragraphs (ii), (iii), (v), (vii), (ix), (xiv), (xv), (xvi),

Repurchase of Receivables. (i) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement or Section 3.1(b) hereof with respect to any Receivables that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach by the Depositor shall have been cured within thirty (30) days following (i) discovery of the breach or receipt of notice of such breach by the Depositor from the Issuing Entity or the Grantor Trust (which notice shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach), or (ii) in the case of the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Depositor shall (1) repurchase from the Issuing Entity each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement that results in a Repurchase Event, use reasonable efforts to enforce, at the direction of the Issuing Entity or any of it assigns, including the Indenture Trustee, the obligations of the Seller under Section 3.1(d) of the Receivables Purchase Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach of a representation or warranty set forth in Section 3.1(b) hereof shall be deemed not to materially and adversely affect the interests of the Noteholders or the Certificateholders taken as a whole, if such Repurchase Event does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on Exhibit A such Receivable. The Depositor shall not interfere with or act to hinder the Issuing Entity’s or any assignee’s exercise of rights and remedies under this Section 3.1(c) or under Section 3.1(d) or Section 4.13 of the Receivables Purchase Agreement. (ii) It is understood and agreed that the obligation of the Depositor to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(b), which materially and adversely affects the interests of the Issuer Noteholders or the Securityholders Certificateholders taken as a whole, has occurred and unless is continuing, and the breach shall have been cured by the last day obligation of the second Collection Period following Depositor to enforce the Collection Period Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in which the discovery connection with a breach of a representation or warranty set forth in Section 3.1(b) or Section 3.1(c) of the breach is made Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13 hereof or notice is received, as the case may be (or, at the option Section 4.13 of the RPA SellerReceivables Purchase Agreement) against the Depositor or the Seller for such breach available to the Issuing Entity, the last day in the first Collection Period following the Collection Period in which such discovery is made)Grantor Trust, the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the IssuerFinancial Parties, the Owner Trustee, the Delaware Grantor Trust Trustee or the Indenture Trustee. (iii) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Second Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Issuing Entity (or its applicable assign, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller case may be) to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionDepositor.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the [Owner Trustee, the Delaware Trustee ] [or the Indenture Trustee], as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer [Certificateholders][Securityholders] [the Purchaser (or the Securityholders and any assignee thereof)] in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the [Certificateholders] [Securityholders] [the Purchaser (or any assignee thereof)] with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. [The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code ss.349.003 as a result of the Purchaseruse of the Law 9/99R and Lexus 10/99 forms of contract to originate the Receivables in Texas, and for any civil liabilities relating to a determination that the Issuerdisclosures in the forms of contracts used to originate Receivables in Massachusetts violate Massachusetts General Laws Chapter 255B, Section 14, or Massachusetts General Laws Chapter 140D and the Trustees or regulations promulgated by the Securityholders Division of Banks thereunder with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionTruth-in-Lending appearing at 209 CMR 32.00.]

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially under Section 2.3 is not true and adversely affects the interests correct as of the Issuer date specified therein with respect to any Receivable or Account and the Securityholders Purchaser is, as the result of any such breach, required to accept a reassignment of such Receivable or all Receivables in such Account pursuant to Section 2.04(c) of the Pooling and unless the breach shall have been cured Servicing Agreement, then, within thirty (30) days (or such longer period as may be agreed to by the last day Purchaser) of the second Collection Period following the Collection Period in which earlier to occur of the discovery of any such event by the breach is made Seller or the Purchaser, or receipt by the Seller or the Purchaser of written notice is received, as of any such event given by the case may be (or, at the option of the RPA SellerTrustee or any Enhancement Provider, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration the Receivable or Receivables of which the purchase of any such Receivable, Purchaser is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the related Payment Date, Business Day preceding the RPA Determination Date on which such reassignment is to occur. The Seller shall remit purchase each such Receivable pursuant to this Section 2.4 by making a payment to the Purchaser in immediately available funds on the Business Day preceding the Determination Date on which such reassignment is to occur in an amount equal to the Warranty Purchase Payment in respect Price for such Receivable. Upon payment of the Purchase Price by delivery of such Receivable to immediately available funds, the Purchaser shall automatically and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, in and to such Receivable and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable Receivables pursuant to this Section. The sole remedy obligation of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase any such Receivable shall constitute the related Receivables pursuant sole remedy respecting the event giving rise to this Sectionsuch obligation available to the Purchaser and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase of Receivables. In 16.1 Upon demand in writing from the Representative Purchaser (which demand the Representative Purchaser may make at any time with the consent of all the Purchasers in accordance with this Clause 16.1, but will in no event be required to make unless the Seller gives the Representative Purchaser a written notice of a breach occurrence of an event enumerated in any of items (i) through (viii) of this Clause 16.1 describing in reasonable detail such event and attaching any supporting documents relating to such event, in which case any such demand shall be made within ninety (90) days after such notice is received by the Representative Purchaser) in relation to any Purchased Receivable in respect of which, at the time of giving such demand:- (a) the conditions set forth in Paragraph 2(a) of Part 1 or Part 2, as the case may be, of the Second Schedule have been satisfied (or such conditions would have been applicable, but have been waived by the Purchasers), but the obligation of the Buyer to pay the Face Value or (if applicable) the Revised Face Value of such Purchased Receivable is, or the Buyer claims that such obligation is, not enforceable in full by the Purchasers in accordance with the terms of the relevant Sales Agreement for any reason whatsoever, including, without limitation, any defense or asserted defense, of the Buyer to such obligation (but excluding the discharge in accordance with applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally) or subject to set-off; (b) the condition precedent set forth in Paragraph 2(b) of Part 1 or Part 2, as the case may be, of the Second Schedule has been satisfied (or such condition would have been applicable, but has been waived by the Purchasers), but (1) the P/N is not delivered by the Buyer to the Seller in accordance with the relevant Sales Agreement following the Acceptance or the Partial Acceptance or (2) the obligation represented by the P/N held by the Representative Purchaser for the ratable benefit of the Purchasers is, or the Buyer claims that such obligation is, not enforceable in full for any reason whatsoever, including, without limitation, any defense or asserted defense, of the Buyer to such obligation or the underlying Purchased Receivable (but excluding the discharge in accordance with applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally) or subject to set-off; (ii) any representation or warranty set forth on Exhibit A which materially and adversely affects the interests out in Part 3 of the Issuer Sixth Schedule proves to have been incorrect when made or deemed to be made pursuant to Clause 11.1; (iii) the Seller, or the Securityholders and unless Buyer claims that the breach shall have been cured by Seller, has failed to comply with any applicable law, rule or regulation, in a manner which is likely to affect Buyer's obligation to pay the last day Face Value or (if applicable) the Revised Face Value or to adversely affect the relevant Related Security (if any); (iv) the Seller, or the Buyer claims that the Seller, has failed, or is unable, to perform any of its obligations under the related Sales Agreement; (v) (without prejudice to the generality of any of the second Collection Period following foregoing) the Collection Period in which Acceptance or the discovery Partial Acceptance of the breach Equipment relating to such Purchased Receivable has not occurred on or before two hundred seventy (270) days after the date of Shipment for such Purchased Receivable; (vi) (without prejudice to the generality of any of the foregoing) the Scheduled Receivables Due Date for such Purchased Receivable has been determined to be a date which renders the period from the Acceptance or (if applicable) the Partial Acceptance relating to such Purchased Receivable to such Scheduled Receivables Due Date longer than the period equal to two hundred twenty-five (225) days; (vii) (without prejudice to the generality of any of the foregoing) it has been determined between the Seller and the relevant Buyer that the Acceptance or the Partial Acceptance of the Equipment relating to such Purchased Receivable will not occur, including, but not limited to, the case where it has been determined that such Equipment is made to be replaced in whole; or (viii) (without prejudice to the generality of any of the foregoing) the conditions set forth in Paragraph 2(a) or notice is received2(b), as applicable, of Part 1 or Part 2, as the case may be (orbe, at the option of the RPA SellerSecond Schedule have been waived, provided that the Buyer's claim referred to in Paragraphs (i), (iii) and (iv) must be, if such claim is presented after the Acceptance or the Partial Acceptance of the relevant Equipment, presented with such ground as is, in the opinion of the Representative Purchaser, reasonable under the circumstances, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Purchased Receivable. In consideration The Seller shall not be obligated to repurchase any Purchased Receivable until the Representative Purchaser's demand is made in accordance with this Clause 16.1 or repurchase is required under Clause 26.2. 16.2 Upon payment by the Seller of the purchase repurchase price (to be calculated in accordance with Clause 16.3) in respect of a repurchase of any such ReceivableReceivable pursuant to Clause 16.1 (at the cost of the Seller and without recourse or warranty, except for the warranty expressly given in the relevant assignment, on the related Payment Date, part of the RPA Seller Purchasers): (i) the Purchasers shall remit an amount equal re-assign to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation Seller or warranty, its designee all the its right, title and interest in and to the Receivable(s) concerned, including for the avoidance of either doubt: (a) the Purchaser or the Issuer in, right to and under such repurchased Receivable, receive all monies due or to become due Collections in respect thereof; and (b) all Related Security with respect thereto to such Receivable(s) and all proceeds thereofthereof (including without limitation title to the underlying Equipment that has been assigned to the Representative Purchaser), by the Seller's (or its designee's) and the Representative Purchaser's execution and delivery to the other of an assignment in relation to each such Receivable substantially in the form of Part 4 of the Third Schedule. The PurchaserEach Purchaser hereby authorizes the Representative Purchaser to execute such assignment on its behalf; (ii) the Representative Purchaser will deliver to the Seller (or its designee) the relevant Sales Agreement and take all such other steps and comply with all such other formalities as the Seller may reasonably request to perfect or more fully to evidence or secure the Seller's (or its designee's) title to such Receivable, including, where appropriate, by giving notice of such re-assignment to the relevant Buyer in the form of a document duly date-stamped (kakutei hizuke) and making endorsement without recourse (mutanpo uragaki) in favor of the Seller (or its designee) on, and delivering to the Seller (or its designee), the Issuer, P/N (if any) which has been assigned to the Owner Trustee, Representative Purchaser for the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy ratable benefit of the Purchaser, Purchasers in relation to such Receivable; and (iii) if the Issuer, repurchase price is paid over to the Trustees or Representative Purchaser for the Securityholders with respect to a breach account of the RPA Seller’s representations and warranties pursuant to Section 2.03(aPurchasers in accordance with Clause 19.4(a), such Receivable(s) shall be deemed to require have been collected on the RPA relevant Settlement Date (and deemed to have been outstanding until such date), provided that in the case of the proviso of the second sentence of Clause 16.3, such Receivables(s) shall be deemed to have been collected on the date of payment of the repurchase price. 16.3 The repurchase price payable by the Seller to the Representative Purchaser for the ratable benefit of the Purchasers in accordance with Clause 16.1 shall be an amount in Yen equal to the Face Value or (if the Reduced Amount has been paid in accordance with Clause 10.1) the Revised Face Value of such Purchased Receivable. So long as no Termination Event or Potential Termination Event shall have occurred, the repurchase price shall be paid by the related Receivables Seller into the Collection Account no later than the fifth (5th) Business Day following the date of the demand made by the Representative Purchaser pursuant to this Section.Clause 16.1, provided that if any Termination Event or Potential Termination Event shall have occurred, the repurchase price shall immediately upon such demand be paid by the Seller to the Representative Purchaser for the ratable benefit of the Purchasers in accordance with Clause 23. The payment of the repurchase price shall be made together with an amount calculated at the Yield Rate applicable to the relevant Fixed Period up to the date of the payment of the repurchase price and any other amount payable hereunder. Part 8 INDEMNITY FOR FUNDING LOSSES

Repurchase of Receivables. (i) In the event of (A) a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Purchase Agreement or Section 3.1(b) hereof with respect to any Receivables that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach by the Depositor shall have been cured within thirty (30) days following (i) discovery of the breach or receipt of notice of such breach by the Depositor from the Issuing Entity or the the Grantor Trust (which notice shall provide sufficient detail so as to allow the Seller to reasonable investigate the alleged breach), or (ii) in the case of the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Depositor shall (1) repurchase from the Issuing Entity each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Purchase Agreement that results in a Repurchase Event, use reasonable efforts to enforce, at the direction of the Issuing Entity or any of it assigns, including the Indenture Trustee, the obligations of the Seller under Section 3.1(c) of the Receivables Purchase Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach of a representation or warranty set forth in Section 3.1(b) hereof shall be deemed not to materially and adversely affect the interests of the Noteholders or the Certificateholders taken as a whole, if such Repurchase Event does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on Exhibit A such Receivable. The Depositor shall not interfere with or act to hinder the Issuing Entity’s or any assignee’s exercise of rights and remedies under this Section 3.1(c) or under Section 3.1(c) or Section 4.13 of the Receivables Purchase Agreement. (ii) It is understood and agreed that the obligation of the Depositor to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(b), which materially and adversely affects the interests of the Issuer Noteholders or the Securityholders Certificateholders taken as a whole, has occurred and unless is continuing, and the breach shall have been cured by the last day obligation of the second Collection Period following Depositor to enforce the Collection Period Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in which the discovery connection with a breach of a representation or warranty set forth in Section 3.1(b) of the breach is made Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13 or notice is received, as the case may be (or, at the option Section 4.13 of the RPA SellerReceivables Purchase Agreement) against the Depositor or the Seller for such breach available to the Issuing Entity, the last day in the first Collection Period following the Collection Period in which such discovery is made)Grantor Trust, the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the IssuerFinancial Parties, the Owner Trustee, the Delaware Grantor Trust Trustee or the Indenture Trustee. (iii) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Second Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Issuing Entity (or its applicable assign, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller case may be) to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionDepositor.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or any assignee thereof) in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the Securityholders and knowledge of the Seller as to the facts stated therein, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the option time of the RPA Seller, breach or at the last day in time the first Collection Period following the Collection Period in which such discovery is representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, 11 title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In The following rights are in addition to and not in limitation of any other rights or remedies that PARCO, the event APA Banks or the Funding Agent may have hereunder. (a) If, with respect to any Purchased Receivable, (i) such Receivable did not constitute an Eligible Receivable on the date such Receivable became a Purchased Receivable (or the Funding Agent notifies the Seller that any Receivable which became a Purchased Receivable on the date of a breach of such Purchase is not an Eligible Receivable) or the Seller shall have breached any representation or warranty set forth on Exhibit A which materially and adversely affects the interests made hereunder with respect to such Receivable, including, without limitation, any of the Issuer representations and warranties contained in Section 4.1(g), (ii) such Receivable, after the date such Receivable became a Purchased Receivable, became subject to any BONA FIDE dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of such Receivable (including, without limitation, a defense based on such Receivable or the Securityholders related Contract not being a legal, valid and unless binding obligation of such Obligor enforceable against it in accordance with its terms) or (iii) the Seller shall at any time breach any covenant made herein with respect to any such Receivable (a Purchased Receivable described in any of clauses (i), (ii) or (iii) above being referred to as an "INELIGIBLE PURCHASED RECEIVABLE"), then the Seller shall on the next succeeding Settlement Date, upon the Funding Agent's demand, repurchase such Ineligible Purchased Receivable for the repurchase price specified in subsection (c) of this Section 8.2. In addition, the Seller may, at any time, notify the Funding Agent of its intent to repurchase any Purchased Receivable (i) which is a Defaulted Receivable or (ii) in connection with the rewriting and/or restructuring of the related Contract as an accommodation to, and at the request of, the Obligor thereunder (other than for reasons relating to a decline in the creditworthiness of the Obligor thereof). On the Settlement Date next succeeding any such notice, the Seller shall repurchase such Defaulted Receivable or rewritten or restructured Purchased Receivable for the retransfer price specified in subsection (c) of this Section 8.2. (b) At any time following the Termination Date when the Outstanding Balance of the Purchased Receivables is less than ten percent (10%) of the Outstanding Balance of the Purchased Receivables as of the Termination Date, the Seller may notify the Funding Agent of its intent to repurchase all remaining Purchased Receivables. On the Settlement Date next succeeding any such notice, the Seller shall repurchase all outstanding Purchased Receivables for the retransfer price specified in subsection (c) of this Section 8.2. (c) In the case of a repurchase from PARCO or the APA Banks, as applicable, by the Seller or the Servicer of a Purchased Receivable pursuant to this Section 8.2, the Seller or the Servicer shall, on the Settlement Date coinciding with such repurchase, pay to the Funding Agent, for application in accordance with Section 2.5 of this Agreement (as applicable), as a reduction of Net Investment an amount equal to the Outstanding Balance of such Purchased Receivable plus all accrued and unpaid interest, finance charges, fees and other amounts due under the related Contract; PROVIDED that any repurchase under this Section 8.2 which requires a payment by the Seller to any counterparty to an Interest Rate Hedge as a result of the termination of such Interest Rate Hedge shall be effective only upon the making of such payment to such counterparty. The proceeds of any such repurchase shall be deemed to be Collections of such Receivable received by the Seller, and the amount of each such Collection shall be applied as provided in Section 2.5. The repurchase of any Receivable shall not relieve the Seller of the obligation to pay Discount on the Net Investment outstanding with respect to such Receivable through the date of such repurchase. Any such repurchase shall be made without recourse or representation or warranty, express or implied (other than a representation and warranty that such Receivable is free and clear of any Lien created by or through the Funding Agent for the benefit of PARCO and the APA Banks). (d) The Seller, the Servicer and the Funding Agent, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach of the Servicer's covenants pursuant to Section 5.4(a) (v), 5.4(a) (vi), 5.4(a)(vii), 5.4(a)(viii), 5.4(c)(i), 5.4(c)(ii) or 5.4(c)(iii); PROVIDED that the failure to give such notice shall not relieve the Servicer of its repurchase obligations under this Section 8.2(d). Unless such breach shall have been cured by the last day of the second Collection Period first full calendar month following the Collection Period in which discovery by or notice to the discovery Servicer of the breach, the Servicer shall repurchase any Purchased Receivable with respect to which such breach is made has a material adverse effect on such Purchased Receivable or notice is receivedthe interest therein of the Funding Agent, PARCO or the APA Banks. Such repurchase shall occur for the same retransfer price and pursuant to the same procedures applicable to repurchases by the Seller pursuant to subsection (c) of this Section 8.2. (e) If, with respect to any Purchased Receivable, (i) such Receivable, after the date such Receivable became a Purchased Receivable, becomes subject to any BONA FIDE dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of such Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or (ii) the Servicer, for so long as the case may be (orServicer is AFL, shall at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any time breach any covenant made herein with respect to any such Receivable, then the Servicer, so long as the Servicer is AFL, shall on the related Payment next succeeding Settlement Date, upon the RPA Seller shall remit an amount equal to Funding Agent's demand, repurchase such Purchased Receivable for the Warranty Purchase Payment repurchase price specified in respect subsection (c) of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section8.2.

Repurchase of Receivables. In If (i) any of the event representations or warranties of a breach of the Seller contained in Sections 3.2 or 3.3 hereof were not true with respect to the Seller or any Receivable, as applicable, at the time such representation or warranty set forth was made and as a result thereof, the Purchaser is required to repurchase any Receivable from the Trustee (on Exhibit A which materially and adversely affects the interests behalf of the Issuer or the Securityholders and unless the breach shall have been cured by the last day Trust) pursuant to subsection 2.4(d) of the second Collection Period following Pooling and Servicing Agreement or (ii) any Receivable is repurchased from the Collection Period in which the discovery Trust pursuant to Section 2.6 of the breach is made Pooling and Servicing Agreement, then the Seller shall (or notice is received, as shall cause the case may be (or, at the option Originator of the RPA Seller, repurchased Receivable to) pay to the last day in Purchaser immediately upon the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit Purchaser's demand therefor an amount equal to the Warranty Purchase Payment Aggregate Receivables Balances of the repurchased Receivables, as well as, in respect the case of such Receivable to a breach of a representation or warranty of the Purchaser Seller as set forth in clause (i), the amount of all losses, damages and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each liabilities of the Purchaser that result from such breach. Upon receipt by the Purchaser of such amounts, the Purchaser shall (and shall cause the Issuer shall, Trust to) automatically and without further action, action be deemed to transfer, assign and otherwise convey to the RPA Seller (or at the Seller's direction to the related Originator), without recourse, representation or warranty, all the right, title and interest of either the Purchaser or (and the Issuer in, Trust) in and to and under such repurchased Receivable, all monies due or to become due with respect thereto to such Receivable and all proceeds thereofof such Receivable, as well as Recoveries relating to such Receivable. The Purchaser, Purchaser will (and will cause the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall Trust to) execute such any documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller (or an Originator) to effect evidence the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Seller (or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsuch Originator).

Repurchase of Receivables. (a) On the Termination Date, the Seller irrevocably and unconditionally agrees that it shall automatically, without demand or notice or any other action by any Person, repurchase all Receivables from the Purchasers (its “Termination Repurchase Obligation”) for a purchase price equal to the aggregate outstanding Capital at such time (regardless of the Outstanding Balance thereof at such time) plus all accrued Yield then due and payable. (b) In the event of that the Seller gives notice to the Agent that it intends to effectuate a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests Guaranty Protection Termination pursuant to Section 7.03(d) of the Issuer or Receivables Sale Agreement with respect to an Originator, the Securityholders and unless Agent shall give notice to that effect to the breach Purchasers specifying the Guaranty Protection Termination Date, which shall have been cured be a date not earlier than three Business Days after the date on which the Seller’s notice is received by the last day of Agent. On the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerGuaranty Protection Termination Date, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration from the Purchasers (its “Guaranty Protection Repurchase Obligation”), and the Purchasers shall sell to the Seller, all Receivable Interests of the Purchasers in the Pool Receivables generated by such Originator with respect to which Collections shall not yet have been received in any Restricted Account (other than any Lock-Box Account) prior to the Guaranty Protection Termination Date for a purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount price equal to the Warranty Purchase Payment in respect Repurchase Amount. The Repurchase Amount shall be subject to Section 2.12(d) and accompanied by accrued and unpaid Yield on such Repurchase Amount to but excluding the Guaranty Protection Termination Date. Upon the repurchase of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested Interests by the RPA Seller to effect the conveyance of such Receivable pursuant to this SectionSection 2.3(b), all Receivables generated by the applicable Originator shall cease to be Pool Receivables. The sole remedy of Should the PurchaserPurchasers receive any Collections on any such repurchased Receivable Interests, the Issuer, Purchasers shall promptly remit such Collections to the Trustees or Seller. (c) Each Purchaser acknowledges and agrees to the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to provisions set forth in this Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section2.3.

Repurchase of Receivables. In (a) The Contributor hereby covenants and agrees to deliver to the event Depositor, the Issuer, the Servicer, the Indenture Trustee and the Agent prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Contributor contained or deemed to be contained in the Securityholders and unless the breach shall have been cured Schedule of Representations attached hereto as Schedule II with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerContributor, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Trustee Agent or the Servicer of (x) a Nonconforming Receivable, or (y) the failure to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Sale and Servicing Agreement or the Indenture, the Indenture Trustee, as applicable, Trustee has no obligation to review or monitor the Receivables or the Contributed Assets for compliance with representations and warranties or delivery requirements. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on the Noteholders or such Receivable or its collectibility and shall execute such documents and instruments of transfer not have been (A) cured within thirty (30) days following notice thereof or assignment and take such other actions as shall reasonably be requested (B) waived by the RPA Seller Majority Holders following notice thereof or (ii) such UCC Financing Statements shall not have been filed within the time period required herein or in the Sale and Servicing Agreement, the Contributor shall deposit or cause to effect be deposited the conveyance of Repurchase Price with respect to such Receivable pursuant in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs 2, 3, 5, 7, 9, 14, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29 and 30 of Part I of the Schedule of Representations attached hereto as Schedule II automatically shall be deemed to this Sectionhave a material adverse effect on the applicable Receivable or the Noteholders. The sole remedy Depositor shall transfer to the Contributor the Receivable and the Contributed Assets relating solely to such Receivable affected by such breach or failure; provided, that such transfer and assignment shall only be made upon receipt by the Depositor of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Depositor shall be entitled to enforce the obligations of the PurchaserContributor and each applicable Dealer under this Agreement and the applicable Dealer Agreement, respectively, and to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Depositor to enforce the obligations of the Contributor to repurchase such Receivable under this Agreement and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Contributor to repurchase any Receivable and the Contributed Assets relating solely to such Receivable and to remit the Repurchase Price with respect to a Nonconforming Receivable which has a material adverse affect on the Noteholders or on such Receivable or its collectibility or as to which a failure to file UCC Financing Statements has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in this Agreement, against the Contributor for such breach or failure to file. Notwithstanding the foregoing, the Contributor shall indemnify the Owner Trustee (as such and in its individual capacity), the Issuer, the Trustees Indenture Trustee, the Backup Servicer, the Noteholders, 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 of them, as a result of third party claims arising out of the Securityholders with respect events or facts giving rise to a breach of the RPA Seller’s representations and warranties pursuant to repurchase event set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section3.03(a).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by Subject to the last day sentence of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is madethis subsection 2.5(b), the RPA Seller Company shall repurchase such Receivable. In consideration of repurchase, or cause to be repurchased, each Ineligible Receivable required to be repurchased pursuant to subsection 2.5(a) by depositing in the purchase of any such Receivable, Collection Account in immediately available funds on the Business Day following the related Payment Date, the RPA Seller shall remit Repurchase Obligation Date an amount equal to the Warranty Purchase Payment in respect lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable to (the Purchaser and shall be entitled to receive the Released Warranty Amount"TRANSFER DEPOSIT AMOUNT"). Upon any such repurchase, each transfer or deposit of the Purchaser Transfer Deposit Amount, the Trust shall automatically and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA SellerCompany, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, Trust in and to and under such repurchased Ineligible Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such repurchased Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Company to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsubsection. Except as otherwise specified in any Supplement, the obligation of the Company to repurchase any Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Investor Certificateholders).

Repurchase of Receivables. In (a) The Depositor hereby covenants and agrees to deliver to the event Issuer, the Contributor, the Servicer, the Agent and the Indenture Trustee prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Depositor contained or deemed to be contained in the Securityholders and unless the breach shall have been cured Schedule of Representations attached hereto as Schedule III with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Agent or the Servicer of (x) a Nonconforming Receivable, or (y) the failure to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in this Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Receivables or the Deposited Assets for compliance with the representations and warranties or delivery requirements set forth herein. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on such Receivable or its collectibility or the Noteholders and shall not have been (A) cured within thirty (30) days following notice thereof or (B) waived by the Majority Holders following notice thereof or (ii) such UCC Financing Statements shall not have been filed within the time period required herein, the Depositor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs 2, 3, 5, 7, 9, 14, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29 and 30 of Part I of the Schedule of Representations attached hereto as Schedule III automatically shall be deemed to have a material adverse effect on the applicable Receivable or the Noteholders. The Issuer shall transfer to the Depositor the Receivable (and the Deposited Assets relating solely to such Receivable) affected by such breach or failure; provided, that such transfer and assignment shall only be made upon receipt by the Issuer of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Issuer shall be entitled to enforce the obligations of the Depositor, the Contributor and each applicable Dealer under this Agreement, the Contribution 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 Agent are authorized to take action on behalf of the Issuer (i) to enforce the obligations of the Depositor to repurchase such Receivable under this Agreement, (ii) to enforce the obligations of the Contributor to repurchase such Receivable under the Contribution Agreement and (iii) to enforce the obligations of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligation of the Depositor to repurchase any Receivable (and the Deposited Assets relating solely to such Receivable) and to remit the Repurchase Price with respect to a Nonconforming Receivable which has a material adverse affect on the Noteholders or on such Receivable or its collectibility or as to which a failure to file UCC Financing Statements has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, this Agreement and the Contribution Agreement, against the Depositor for such breach or failure to file, available to the Indenture Trustee or the Indenture TrusteeNoteholders. Notwithstanding the foregoing, the Depositor shall indemnify the Owner Trustee (as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaserin its individual capacity), the Issuer, the Trustees Indenture Trustee, the Backup Servicer, the Agent, the Noteholders and their respective officers, directors, employees and agents 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 Securityholders with respect events or facts giving rise to a breach of the RPA Seller’s representations and warranties pursuant to repurchase event set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section3.03(a).

Repurchase of Receivables. (i) In the event of a breach of any representation or warranty set forth on Exhibit A in Section 3.1(b) of the Receivables Purchase Agreement or Section 3.1(b) hereof which materially and adversely affects the interests of the Issuer Noteholders or the Securityholders and Certificateholders taken as a whole, unless the breach shall have been cured by the last day of the second Collection Period within thirty (30) days following the Collection Period in which the discovery of the breach is made or receipt of notice is received, of such breach as the case may be (or, at the option of the RPA Sellerbe, the last day in Depositor shall (1) repurchase from the first Collection Period following Issuing Entity each Receivable related to such breach by remitting to the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit Account an amount equal to the Warranty Purchase Payment in respect Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) of the Receivables Purchase Agreement, use reasonable efforts to enforce, at the direction of the Issuing Entity or any of it assigns, including the Indenture Trustee, the obligations of the Seller under Section 3.1(c) of the Receivables Purchase Agreement to repurchase each Receivable related to such breach by remitting to the Purchaser Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach will be deemed not to materially and shall be entitled adversely affect the interests of the Noteholders or the Certificateholders taken as a whole, if such breach does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on such Receivable. The Depositor shall not interfere with or act to hinder the Released Warranty Amount. Upon Issuing Entity’s or any such repurchase, each assignee’s exercise of rights and remedies under this Section 3.1(c) or under Section 3.1(c) or Section 4.13 of the Purchaser Receivables Purchase Agreement. (ii) It is understood and agreed that the obligation of the Depositor to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(b) has occurred and is continuing, and the Issuer obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) of the Receivables Purchase Agreement shall, without further actionif such obligations are fulfilled, be deemed constitute the sole and exclusive remedy (other than any indemnities available pursuant to transfer, assign and otherwise convey Section 4.13 or Section 4.13 of the Receivables Purchase Agreement) against the Depositor or the Seller for such breach available to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserIssuing Entity, the IssuerGrantor Trust, the Financial Parties, the Owner Trustee, the Delaware Grantor Trust Trustee or the Indenture Trustee. (iii) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Second Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Issuing Entity (or its applicable assign, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller case may be) to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionDepositor.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which in Section 2.3(a) that materially and adversely affects any Receivable or the interests interest of the Issuer Purchaser in any Receivable and unless the breach shall have been cured within thirty (30) days following discovery of the breach or receipt of notice of such breach as the Securityholders case may be, the Seller shall repurchase such Receivable from the Purchaser, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Purchaser’s interest as determined by the Purchaser, is materially and adversely affected by such breach, unless the breach shall have been cured by the last end of such thirty (30) day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Sellerperiod, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivableaggregate Principal Balance of Receivables, such that following such repurchase such representation shall be true and correct with respect to the remainder of Receivables in the aggregate. In consideration of the purchase repurchase of any such ReceivableReceivable by Seller, on the related Payment Date, the RPA Seller shall remit to the Purchaser an amount equal to the Warranty product of the applicable Repurchase Ratio multiplied by the Purchase Payment in Amount with respect of to such Receivable Receivable. Seller undertakes to deliver (or cause to be delivered) to the Purchaser on the applicable Sale Date the Receivable File for each Receivable conveyed hereunder by Seller. Seller and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and shall reconcile the Issuer shallReceivable Files and, without further action, be deemed to transfer, assign and otherwise convey to the RPA Sellerextent necessary, without recourse, representation or warranty, Seller hereby agrees to take all the right, title and interest of either the necessary action to deliver to Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such a completed Receivable pursuant to this SectionFile. The sole and exclusive remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a2.3(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables such Receivable pursuant to this Section; provided, however, that the Seller shall indemnify Purchaser against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The foregoing indemnity shall survive the termination of this Agreement and the transfer of the Receivables to any assign. Upon receipt of the Purchase Amount, the Purchaser shall release to the Seller the related Receivables Files and shall assign the Receivable to Seller.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) (including by means of a subsequently discovered breach of any local law or ruling or regulation thereunder) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerServicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or either Trustee of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer as of the close of business on the last day of such Collection Period, by depositing an amount equal to the Purchase Amount into the Collection Account on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) whether or not the Seller or the Purchaser has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. In consideration of the purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), which Liens shall not have been satisfied or otherwise released in full as of the Closing Date, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In If, with respect to any Purchased Receivable, such Receivable did not constitute an Eligible Receivable on the event date such Receivable became a Purchased Receivable (or if the Buyer notifies the Originator that any Receivable which became a Purchased Receivable on the date of a breach of such Purchase is not an Eligible Receivable) or the Originator shall have breached any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any hereunder with respect to such Receivable, then the Originator shall, on the related Payment next succeeding Purchase Date, repurchase such Purchased Receivable for the RPA Seller shall remit repurchase price specified in the following sentence. The Originator shall, on the Purchase Date coinciding with such repurchase, pay to the Buyer an amount equal to the Warranty Purchase Payment in respect Outstanding Balance of such Purchased Receivable plus accrued interest thereon as of such Purchase Date. The proceeds of any such repurchase shall be paid to the Purchaser and Buyer by depositing such proceeds into the Collection Account. Any such repurchase shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, made without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation recourse or warranty, all express or implied, by the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereofBuyer. The PurchaserImmediately following each repurchase, the IssuerOriginator shall make available to the Buyer an updated schedule of all Purchased Receivables, the Owner Trustee, the Delaware Trustee or the Indenture Trusteewhich schedule, as applicableamended from time to time, shall execute such documents be incorporated into, and instruments of transfer or assignment and take such other actions made a part of, this Agreement as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionExhibit D hereto.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Certificateholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Certificateholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of of (A) a breach of any representation or warranty set forth on Exhibit A which in Section 3.1(b) and Section 3.1(c) hereof with respect to any Receivable, that materially and adversely affects the interests of the Issuer Noteholders or the Securityholders and Certificateholders taken as a whole (a “Repurchase Event”), unless the breach shall have been cured by the last day of the second Collection Period within thirty (30) days following the Collection Period in which the (i) discovery of the breach is made by the Seller or receipt of notice is receivedof such breach by the Seller from the Purchaser, the Issuing Entity or the Grantor Trust (which notice shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach), or (ii) in the case may be (or, at the option of the RPA SellerOwner Trustee, the last day in Grantor Trust Trustee or the first Collection Period following Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable from the Grantor Trust (if the Grantor Trust is then the owner of such Receivable) on the date and for the amount specified in the Receivables Transfer Agreement, in each case, without further notice from the Purchaser hereunder. In consideration Any such breach shall be deemed not to materially and adversely affect the interests of the purchase of any Noteholders or the Certificateholders taken as a whole, if such Receivable, on breach does not affect the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Upon the Issuer occurrence of a Repurchase Event with respect to a Receivable for which the Purchaser is the owner, the Seller agrees to repurchase such Receivable from the Purchaser for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Grantor Trust if the Grantor Trust was then the owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Grantor Trust as the owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable as to which a Repurchase Event has occurred and is continuing shall, without further actionif such obligation is fulfilled, be deemed constitute the sole and exclusive remedy (other than any indemnities available pursuant to transfer, assign and otherwise convey Section 4.13) available to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the IssuerIssuing Entity, the Grantor Trust, the Indenture Trustee, the Owner Trustee, the Delaware Grantor Trust Trustee and the Financial Parties for the breach of any representation or the Indenture Trustee, as applicable, shall execute such documents warranty set forth in Section 3.1(b) and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Section 3.1(c) hereof with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsuch Receivable.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code §349.003 as a result of the Purchaseruse of the Law 9/99R and Lexus 10/99 forms of contract to originate the Receivables in Texas, and for any civil liabilities relating to a determination that the Issuerdisclosures in the forms of contracts used to originate Receivables in Massachusetts violate Massachusetts General Laws Chapter 255B, Section 14, or Massachusetts General Laws Chapter 140D and the Trustees or regulations promulgated by the Securityholders Division of Banks thereunder with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionTruth-in-Lending appearing at 209 CMR 32.00.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerMaster Servicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or any Noteholder of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03 (a) except as otherwise noted whether or not the Seller or the Purchaser has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. In consideration of the purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) or 2.01(b) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.. ARTICLE FOUR

Repurchase of Receivables. In the event of a breach of any representation or and warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and in Section 2.03(a), unless the breach shall have been cured by the last day of the second Collection Period Record Date following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerFleetwood Credit's option, the last day in the first Collection Period Record Date following the Collection Period in which such discovery is madediscovery), the RPA Seller Fleetwood Credit shall repurchase any Receivable materially and adversely affected by the breach, as of such ReceivableRecord Date. In consideration of the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller Fleetwood Credit shall remit an amount equal to the Warranty Purchase Payment in respect Repurchase Amount of such Receivable (less the amount of any Liquidation Proceeds with respect to such Receivable deposited, or to be deposited, by Fleetwood Credit, as Servicer, in the Certificate Account pursuant to Section 13.03 of the Pooling and Servicing Agreement) to the Purchaser Purchaser. In the event that, as of the date of execution and delivery of this Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty Amountlien granted by the related Receivable (whether or not Fleetwood Credit has knowledge thereof), and such breach materially and adversely affects the interests of the Receivable, Fleetwood Credit shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA SellerFleetwood Credit, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Fleetwood Credit to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s Fleetwood Credit's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens shall be to require the RPA Seller Fleetwood Credit to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In (a) The Contributor hereby covenants and agrees to deliver to the event Depositor, the Indenture Trustee and the Agent prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Contributor contained or the Securityholders and unless the breach shall have been cured deemed to be contained in Section 3.02(a) hereof with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerContributor, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Agent or the Servicer of (a) a Nonconforming Receivable, or (b) the failure to deliver any document required to be included in any Custodian File, or to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, 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 Sale and Servicing Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Receivables or the Contributed Assets for compliance with representations and warranties or delivery requirements. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on the Noteholders or such Receivable or its collectibility and shall not have been (A) cured within thirty (30) days following notice thereof or (B) waived by the Majority Holders following notice thereof or (ii) the failure to deliver to the Custodian such Custodian File documents or UCC Financing Statements within the time period required herein or in the Sale and Servicing Agreement (other than the Certificates of Title, with respect to which the Contributor shall have three (3) Business Days after the one hundred eighty (180) day period set forth in Section 3.02(a)(xvii)), the Contributor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs (ii), (iii), (v), (vii), (ix), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx), (xxi), (xxii), (xxviii), (xxx) and (xxxii) of Section 3.02(a) automatically shall be deemed to have a material adverse effect on the applicable Receivable or the Noteholders. The Depositor shall transfer to the Contributor the Receivable and the Contributed Assets relating solely to such Receivable affected by such breach or failure to deliver; provided, that such transfer and assignment shall only be made upon receipt by the Depositor of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Depositor shall be entitled to enforce the obligations of the Contributor and each applicable Dealer under this Agreement and the applicable Dealer Agreement, respectively, and to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Depositor to enforce the obligations of the Contributor to repurchase such Receivable under this Agreement and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement. (b) The obligations of the Contributor, the Depositor and the Issuer to remove any Receivable and the Contributed Assets relating solely to such Receivable and to remit the Repurchase Price with respect to a Nonconforming Receivable which has a material adverse affect on the Noteholders or on such Receivable or its collectibility 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 Sale and Servicing Agreement and this Agreement, against the Contributor, the Depositor and the Issuer for such breach or failure to deliver or pay available to the Indenture Trustee or the Indenture TrusteeNoteholders. Notwithstanding the foregoing, the Contributor shall indemnify the Owner Trustee (as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaserin its individual capacity), the Issuer, the Trustees Indenture Trustee, the Backup Servicer, the Noteholders, 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 of them, as a result of third party claims arising out of the Securityholders with respect events or facts giving rise to a breach of the RPA Seller’s representations and warranties pursuant to repurchase event set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section3.03(a).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by Subject to the last day sentence of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is madethis subsection 2.5(b), the RPA Seller Company shall repurchase such Receivable. In consideration of repurchase, or cause to be repurchased, each Ineligible Receivable required to be repurchased pursuant to subsection 2.5(a) by depositing in the purchase of any such Receivable, Collection Account in immediately available funds on the Business Day following the related Payment Date, the RPA Seller shall remit Repurchase Obligation Date an amount equal to the Warranty Purchase Payment in respect lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable to (the Purchaser and shall be entitled to receive the Released Warranty Amount"TRANSFER DEPOSIT AMOUNT"). Upon any such repurchase, each transfer or deposit of the Purchaser Transfer Deposit Amount, the Trust shall automatically and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA SellerCompany, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, Trust in and to and under such repurchased Ineligible Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such repurchased Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Company to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsubsection. Except as otherwise specified in any Supplement, the obligation of the Company to repurchase any Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Investor Certificateholders) unless such obligation is not satisfied in full in accordance with the terms of this Agreement.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by Subject to the last day sentence of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is madethis subsection 2.5(b), the RPA Seller Company shall repurchase such Receivable. In consideration of repurchase, or cause to be repurchased, each Ineligible Receivable required to be repurchased pursuant to subsection 2.5(a) by depositing in the purchase of any such Receivable, on Collection Accounts in immediately available funds no later than the Business Day following the related Payment Date, the RPA Seller shall remit Repurchase Obligation Date an amount equal to the Warranty Purchase Payment in respect lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable to (the Purchaser and shall be entitled to receive the Released Warranty "Transfer Deposit Amount"). Upon any such repurchase, each transfer or deposit of the Purchaser Transfer Deposit Amount, the Trust shall automatically and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA SellerCompany, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, Trust in and to and under such repurchased Ineligible Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such repurchased Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Company to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsubsection. Except as otherwise specified in any Supplement, the obligation of the Company to repurchase any Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Investor Certificateholders) unless such obligation is not satisfied in full in accordance with the terms of this Agreement.