Common use of Repurchase or Substitution of Receivables Upon Breach of Warranty Clause in Contracts

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) or Section 3.01(b) of this Agreement, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a) of the Pooling Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a) of the Pooling Agreement, repurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) of the Pooling Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement or in Section 2.03(a2.04(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, Receivable and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a2.04(a) or Section 3.01(b) of this Agreement3.01, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a5.04(a) of the Pooling and Servicing Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a5.04(a) of the Pooling and Servicing Agreement, repurchase the related Warranty Receivable, Receivable or (z) in the event of a breach of a representation and warranty under Section 3.01 Sections 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a5.04(a) of the Pooling and Servicing Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor and the Servicer to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) or Section 3.01(b) of this Agreement, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a) of the Pooling Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a) of the Pooling Agreement, repurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) of the Pooling Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section Sections 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) 2.03 or Section 3.01(b) 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section Sections 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) 2.03 or Section 3.01(b) of this Agreement3.01, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a) of the Pooling Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a) of the Pooling Agreement, repurchase the related Warranty Receivableor substitute, or in the event of a breach of a representation and warranty under Section Sections 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) 4.04 of the Pooling Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity or substitute such Warranty Receivable with a Substitute Receivable on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable Receivables and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1i) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2ii) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3iii) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4iv) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 105% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement or in Section 2.03(a2.04(a) or Section 3.01(b) 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, Receivable and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a2.04(a) or Section 3.01(b) of this Agreement3.01, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a5.04(a) of the Pooling and Servicing Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a5.04(a) of the Pooling and Servicing Agreement, repurchase the related Warranty Receivable, or (z) in the event of a breach of a representation and warranty under Section 3.01 Sections 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a5.04(a) of the Pooling and Servicing Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor and the Servicer to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders [or the Certificateholders Certificateholders] taken as a whole in any Receivable, Receivable and which results in any of the Noteholders [or the Certificateholders Certificateholders] not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, Noteholder such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders [or the Certificateholders Certificateholders] taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) or Section 3.01(b) of this Agreement, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a) of the Pooling Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a) of the Pooling Agreement, repurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) of the Pooling Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. D. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement or in Section 2.03(a2.04(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, Receivable and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a2.04(a) or Section 3.01(b) of this Agreement3.01, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a5.04(a) of the Pooling and Servicing Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a5.04(a) of the Pooling and Servicing Agreement, repurchase the related Warranty Receivable, or (z) in the event of a breach of a representation and warranty under Section 3.01 Sections 4.01 or Section 3.02 4.02 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a5.04(a) of the Pooling and Servicing Agreement to repurchase or substitute such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor and the Servicer to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) or Section 3.01(b) 3.01 of this Agreement, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a) of the Pooling Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a) of the Pooling Agreement, repurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) of the Pooling Agreement to repurchase or substitute substitute, such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

Repurchase or Substitution of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee. (ii) As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03(a) 2.03 or Section 3.01(b) 3.01 of this Agreement, the Depositor shall (x) if the Seller would be required to substitute a Substitute Receivable pursuant to Section 4.04(a) of the Pooling Agreement, substitute a Substitute Receivable in exchange for the related Warranty Receivable, (y) if the Seller would be required to repurchase the Warranty Receivable pursuant to Section 4.04(a) of the Pooling Agreement, repurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04(a) 4.04 of the Pooling Agreement to repurchase or substitute substitute, such Warranty Receivable from the Issuing Entity on the related Distribution Date. (iii) The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. (iv) With respect to each Substitute Receivable, the Depositor shall deliver to the Issuing Entity, the Owner Trustee and the Indenture Trustee (a) a Second Step Receivables Assignment related to such Substitute Receivable and (b) an Officer’s Certificate in the form set forth in Exhibit C. The Depositor shall have satisfied each of the following conditions prior to the substitution of a Substitute Receivable in exchange for a Warranty Receivable: (1) the Depositor shall agree to deposit into the Collection Account all collections with respect to the related Substitute Receivable received since the related Substitute Cutoff Date within two Business Days after the related Substitution Date (or such later date as may be permitted under the Indenture); (2) as of the Substitution Date, neither the Seller nor the Depositor is insolvent, nor will either of them have been made insolvent by the sale of the Substitute Receivable, nor is either of them aware of any pending insolvency relating to either of them; (3) the Schedule of Receivables shall have been amended to reflect the Substitute Receivable and the Schedule of Receivables as so amended shall be true and correct as of the Substitution Date; and (4) after giving effect to the substitution of the related Substitute Receivable for the related Warranty Receivable, the aggregate Principal Balance of all Substitute Receivables sold to the Issuing Entity shall not exceed 10% of the Initial Aggregate Receivables Principal Balance. (v) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase or substitute any Warranty Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase or substitute such Warranty Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.