Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The SellerDepositor, the Servicer or the TrusteeOwner Trustee (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the SellerWorld Omni’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.01. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Owner Trustee or in which receipt by the Owner Trustee receives of written notice from the Seller Depositor or the Servicer of such breach, the Seller World Omni shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for day (or, at World Omni’s option, the last day of the first Collection Period following the discovery) and World Omni shall deliver a revised Schedule of Receivables to the Depositor and the Trust which shall reflect the repurchase of such Receivables). In consideration of the repurchase of any such Receivable, the Seller World Omni shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.05. Subject to the provisions of Section 6.36.03, the sole remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 3.01 and the agreement contained in this Section shall be to require the Seller World Omni to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (ai) The Seller, the Servicer Seller or the TrusteeServicer, as the case may be, upon the discovery of any breach of this Agreement by the Seller or (ii) the Backup Servicer, the Owner Trustee or the Indenture Trustee, in each case, upon receipt of written notice or actual knowledge of a breach of the Seller’s representations and warranties made pursuant to Section 3.1, shall inform the other parties to this Agreement and promptly, by notice in writing. If any Noteholder informs a Responsible Officer of the Indenture Trustee promptlyTrustee, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.1, or CNHICA’s representations and warranties made pursuant the Indenture Trustee shall inform the other parties to Section 3.2(b) of this Agreement in the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholder. Any such notice delivered by the Servicer, the Indenture Trustee, the Trust, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party (or, in the case of any such notice delivered by the Indenture Trustee on behalf of a Noteholder, by such Noteholder) that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach of any representation or warranty made pursuant to Section 3.1, unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery or actual knowledge occurs or written notice is given, and the “first month” shall mean the month in which discovery or actual knowledge occurs or notice is given. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause Exeter to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Holding Trust shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Holding Trust, the Owner Trustee, the Indenture Trustee, the Noteholders Backup Servicer or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and or to enforce CNHICA’s the obligation of Exeter to the Seller to repurchase such Receivables pursuant to the Purchase AgreementAgreement (with respect to the EFLLC Receivables). Neither the Owner Trustee nor the Indenture Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of the Seller. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Issuer all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of Exeter thereunder. The Seller hereby represents and warrants to the Issuer that such assignments are valid, enforceable and effective to permit the Issuer to enforce such obligations of Exeter under the Purchase Agreement. Any purchase by Exeter pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing 5% or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . None of the delivery Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third-party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICACNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA CNHCA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICACNHCA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACNHCA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICACNHCA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICACNHCA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the Upon discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as party hereto of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties set forth in part (b) of Exhibit A at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date that the Seller became aware or was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such purchase by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant shall be at a price equal to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerPurchased Amount. In consideration for such repurchase, the Seller shall make (or their Affiliate pursuant shall cause to this Agreement or be made) a payment to the Purchase Agreement: (i) Issuer equal to the Issuing EntityPurchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on such Payment Date. Upon payment of such Purchased Amount by the Seller, the Seller Issuer and the Indenture Trustee shall sellrelease and shall execute and deliver such instruments of release, transfertransfer or assignment, assignin each case without recourse or representation, set over and otherwise convey as shall be reasonably necessary to CNHICA, the Servicer, vest in the Seller or their Affiliate, its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as applicable, without recourse, representation or warranty, all of described above shall constitute the Issuing Entity’ssole remedy respecting such breach available to the Issuer, the Seller’s Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) . Neither the Issuing Entity, the Seller, and Owner Trustee nor the Indenture Trustee shall be deemed will have any duty to have released conduct an affirmative investigation as to the occurrence of any security interest and condition requiring the repurchase of any other claim under Receivable pursuant to this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection 3.03.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the most senior class of Notes then outstanding inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third-party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or Servicer, the Trustee, as Issuer and the case may be, Owner Trustee shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s Depositor's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives following written notice from to the Seller or the Servicer Indenture Trustee of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA the Depositor under the Purchase Agreement this Section 2.3 to repurchase any Receivable Receivable, the Issuer's interest in which is materially and adversely affected by any such the breach as of such last dayday (or, at the Depositor's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller Depositor shall remit the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3), in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Depositor's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Depositor to repurchase such Receivables pursuant to this Section 2.3. The obligation of the Purchase Agreement. (b) Upon Depositor to repurchase under this Section 2.3 shall not be solely dependent upon the delivery by actual knowledge of the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach Depositor of any of breached representation or warranty. Neither the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have any duty to CNHICAconduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the Servicer, Depositor shall only be obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all pursuant to Section 7.02 of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureReceivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and MMCA promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and warranties made by the Seller pursuant to Section 3.1 2.2. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the close of business on the last day of the second Collection Period which includes the sixtieth (60th) day after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Owner Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interest of such breachthe Trust in a Receivable, the Seller shall be obligatedrepurchase from the Trust such Receivable, and, if necessary, on the Seller or the Trustee shall enforce the obligation Payment Date immediately following such Collection Period. In consideration of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5(a). Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityTrust, the Owner Trustee, the Indenture Trustee, the Noteholders or and the Certificateholders with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section 2.3 and to enforce CNHICA’s the obligation of MMCA to the Seller to repurchase such Receivables Receivable pursuant to the Purchase Agreement. (b) Upon . Neither the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have any duty to CNHICA, conduct an affirmative investigation as to the Servicer, occurrence of any condition requiring the Seller repurchase of any Receivable pursuant to this Section 2.3 or their Affiliate, as applicable, without recourse, representation or warranty, all the eligibility of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under Receivable for purposes of this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureAgreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third-party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and MMCA promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and warranties made by the Seller pursuant to Section 3.1 2.2. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the close of business on the last day of the second Collection Period which includes the 60th day after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Owner Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interest of such breachthe Trust in a Receivable, the Seller shall be obligatedrepurchase from the Trust such Receivable, and, if necessary, on the Seller or the Trustee shall enforce the obligation Payment Date immediately following such Collection Period. In consideration of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5(a). Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityTrust, the Owner Trustee, the Indenture Trustee, the Noteholders or and the Certificateholders with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section 2.3 and to enforce CNHICA’s the obligation of MMCA to the Seller to repurchase such Receivables Receivable pursuant to the Purchase Agreement. (b) Upon . Neither the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have any duty to CNHICA, conduct an affirmative investigation as to the Servicer, occurrence of any condition requiring the Seller repurchase of any Receivable pursuant to this Section 2.3 or their Affiliate, as applicable, without recourse, representation or warranty, all the eligibility of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under Receivable for purposes of this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureAgreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementSecurityholders in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller's election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable the Securityholders' interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Warranty Purchase Payment of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the Seller's warranty pursuant to Section 3.2(b3.01(a)(iv) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject interest as contemplated therein to the receipt by the Seller date of the Purchase Amount from CNHICArepurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeTrust, the Indenture Trustee, Trustee (by operation of the Noteholders assignment of the Issuer's rights hereunder pursuant to the Indenture) or the Certificateholders any Securityholder with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.01 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, notice in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The "second month" shall mean the month following the month in which discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review ReportSeller, the Servicer Seller shall evaluate indemnify the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICATrust, the Trustee, the Backup Servicer, the Seller or their Affiliate pursuant to this Agreement or Trust Collateral Agent, Collateral Agent and the Purchase Agreement: (i) the Issuing Entityofficers, directors, agents and employees thereof, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the SellerInsurer, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . None of the delivery Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third-party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing 5% or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . None of the delivery Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third-party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or the Owner Trustee, as the case may beIndenture Trustee, the Seller and the Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.02 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period after such breach is discovered by following the Servicer discovery or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachthereof, the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase as of such last day any Receivable materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the repurchasing Seller shall remit the Purchase Amount to the Collection Account and notify in writing the Indenture Trustee of such deposit, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which shall enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have any duty to CNHICA, conduct an affirmative investigation as to the Servicer, occurrence of any condition requiring the Seller repurchase of any Receivable pursuant to this Section 2.3 or their Affiliate, as applicable, without recourse, representation or warranty, all the eligibility of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under Receivable for purposes of this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureAgreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review ReportSeller, the Servicer Seller shall evaluate indemnify the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICATrust, the Trustee, the Backup Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementSecurityholders in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller’s election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, the Warranty Purchase Payment of a Receivable that is not consistent with the obligation Seller’s warranty pursuant to Section 3.01(a)(iv) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein to the date of repurchase. The sole remedy of the Seller Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to repurchase the Indenture) or any Receivable arising solely as a result of Securityholder with respect to a breach of CNHICAthe Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.01 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review ReportSeller, the Servicer Seller shall evaluate indemnify the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICATrust, the Trustee, the Backup Servicer, the Seller or their Affiliate pursuant to this Agreement or Trust Collateral Agent, Collateral Agent and the Purchase Agreement: (i) the Issuing Entityofficers, directors, agents and employees thereof, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the SellerInsurer, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which shall enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have any duty to CNHICA, conduct an affirmative investigation as to the Servicer, occurrence of any condition requiring the Seller repurchase of any Receivable pursuant to this Section 2.3 or their Affiliate, as applicable, without recourse, representation or warranty, all the eligibility of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under Receivable for purposes of this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureAgreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, or CNHICAthat the delivery of the Servicer’s representations and warranties made Certificate pursuant to Section 3.2(b) 4.08 shall be deemed to constitute prompt written notice by the Servicer of the Purchase Agreementsuch breach. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller’s election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligated, and, if necessary, obligated (whether or not such breach was known to the Seller or on the Trustee Closing Date), and the Issuer shall enforce the obligation of CNHICA the Seller under the Purchase this Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the repurchase ability of the Issuer to receive and retain timely payment in full on such Receivable. In consideration of the purchase of the Receivables, the Seller shall remit (or cause to be remitted) the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided, however, that the obligation 5.05. The sole remedy of the Seller Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to repurchase the Indenture), or any Receivable arising solely as a result of Securityholder with respect to a breach of CNHICAthe Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.33.01, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, 6.1 or CNHICA’s Credit's representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement or Section 3.2(b) of the Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA Credit under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.55.4; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s Credit's representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement or Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACredit. Subject to the provisions of Section 6.3, the sole remedy of the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Credit's obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, by the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee Issuer shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicableSeller, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s Issuer's right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, a breach of CNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement, or CNHICACNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA CNHCA under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICACNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement and Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACNHCA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICACNHCA, the Servicer, the Seller or their Affiliate pursuant to this Agreement, the Liquidity Receivables Purchase Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICACNHCA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Initial Assets or Subsequent Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Initial Assets or Subsequent Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (ai) The Seller, the Servicer Seller or the TrusteeServicer, as the case may be, upon the discovery of any breach of this Agreement by the Seller or (ii) the Backup Servicer, the Owner Trustee or the Indenture Trustee, in each case, upon receipt of written notice or actual knowledge of a breach of the Seller’s representations and warranties made pursuant to Section 3.1, shall inform the other parties to this Agreement and promptly, by notice in writing. If any Noteholder informs a Responsible Officer of the Indenture Trustee promptlyTrustee, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.1, or CNHICA’s representations and warranties made pursuant the Indenture Trustee shall inform the other parties to Section 3.2(b) of this Agreement in the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholder. Any such notice delivered by the Servicer, the Indenture Trustee, the Trust, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party (or, in the case of any such notice delivered by the Indenture Trustee on behalf of a Noteholder, by such Noteholder) that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach of any representation or warranty made pursuant to Section 3.1, unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery or actual knowledge occurs or written notice is given, and the “first month” shall mean the month in which discovery or actual knowledge occurs or notice is given. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause Exeter to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Holding Trust shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Holding Trust, the Owner Trustee, the Indenture Trustee, the Noteholders Backup Servicer or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and or to enforce CNHICA’s the obligation of Exeter to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Agreement (bwith respect to the EFLLC Receivables) Upon or to enforce the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any obligation of the representations and warranties made by Representation Provider to the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. Sale Agreement (c) With with respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, EFIT Receivables). Neither the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sellhave a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. Except as expressly set forth in the Basic Documents, transfer, assign, set over and otherwise convey neither the Owner Trustee nor the Indenture Trustee shall have any duty to CNHICA, conduct an affirmative investigation as to the Servicereligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of the Seller. (b) Pursuant to Section 2.1 of this Agreement, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, conveyed to the Issuer all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to but none of its obligations or burdens, under the Purchase Agreement and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Sale Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee Sale Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of Exeter thereunder. The Seller hereby represents and warrants to the Issuer that such assignments are valid, enforceable and effective to permit the Issuer to enforce such obligations of Exeter under the Purchase Agreement and the Sale Agreement. Any purchase by Exeter pursuant to the Purchase Agreement or the Sale Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, a breach of CNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement, or CNHICACNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA CNHCA under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICACNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement and Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACNHCA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICACNHCA, the Servicer, the Seller or their Affiliate pursuant to this Agreement, the Liquidity Receivables Purchase Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICACNHCA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Issuer, the Indenture Trustee and the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee applicable Sellers promptly, in writing, upon the discovery by it of any breach of the a Seller’s representations and warranties made pursuant to Section 3.1 Sections 3.02 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.03 of the a Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of such Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or the Trustee or Collection Period in which the Trustee applicable Seller discovers or receives written notice from of such breach (or, at such Seller’s election, the Seller last day of the first Collection Period following the Collection Period in which it discovers or the Servicer receives notice of such breach), the Seller shall be obligated, and, if necessary, Issuer (in accordance with Section 6.02 of the Seller or the Trustee related Receivables Purchase Agreement) shall enforce the obligation obligations of CNHICA such Seller under the related Receivables Purchase Agreement to repurchase purchase any Receivable materially and adversely affected by any such breach as of such last daybreach. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders or and the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty by a Seller has occurred pursuant to Section 3.1 and Sections 3.02 or 3.03 of the agreement contained in this Section related Receivables Purchase Agreement shall be to require the such Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase any such Receivables Receivable pursuant to the related Receivables Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Issuer, the Indenture Trustee and the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee applicable Sellers promptly, in writing, upon the discovery by it of any breach (or, in the case of the Indenture Trustee, a Responsible Officer having obtained actual knowledge or having received written notice thereof) of a Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(bSections 3.02(b) of the a Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of such Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or the Trustee or Collection Period in which the Trustee applicable Seller discovers or receives written notice from of such breach (or, at such Seller’s election, the Seller last day of the first Collection Period following the Collection Period in which it discovers or the Servicer receives notice of such breach), the Seller shall be obligated, and, if necessary, Issuer (in accordance with Section 6.02 of the Seller or the Trustee related Receivables Purchase Agreement) shall enforce the obligation obligations of CNHICA such Seller under the related Receivables Purchase Agreement to repurchase purchase any Receivable for which such breach materially and adversely affected by any such breach as of such last day. As consideration for affects the repurchase interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, in accordance with the Seller shall remit terms of Section 6.02 of the related Receivables Purchase Amount Agreement. Other than the ability to refer a dispute in the manner specified respect of an unresolved repurchase request to dispute resolution, as set forth in Section 5.5; provided11.02, howeverand the indemnification available to the Issuer from BMW FS or BMW Bank, that the obligation as applicable, in respect of the Seller to repurchase any Receivable arising solely as a result failure of a breach Receivable to have been originated in compliance with all applicable requirements of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3law, the sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders or Noteholders, the Verified Note Owners and the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty by a Seller has occurred pursuant to Section 3.1 and Sections 3.02(b) of the agreement contained in this Section related Receivables Purchase Agreement shall be to require the such Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase any such Receivables Receivable pursuant to the related Receivables Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the most senior class of Notes then outstanding inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 or Section 6.1, or CNHICA’s representations 6.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementIssuer in any Receivable. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after following the Collection Period in which it discovers or receives notice of such breach is discovered by (or, at the Servicer or Seller's election, the Trustee or last day of the first Collection Period following the Collection Period in which the Trustee it discovers or receives written notice from the Seller or the Servicer of such breach), the Seller shall, unless such breach shall be obligatedhave been cured in all material respects, repurchase such Receivable and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA TMCC under the Receivables Purchase Agreement to repurchase any such Receivable materially and adversely affected by any such breach as of such last dayfrom the Seller. As consideration for Notwithstanding the repurchase of the Receivableforegoing, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any a Receivable arising solely as a result shall not be conditioned on the performance by TMCC of a breach of CNHICA’s its obligation to repurchase such Receivable from the Seller pursuant to the Receivables Purchase Agreement. This repurchase obligation shall obtain for all representations and warranties pursuant to Section 3.2(b) 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. In consideration of the repurchase of any such Receivable, on the Business Day immediately preceding the related Payment Date, the Seller shall remit the Warranty Purchase Agreement is subject Payment of such Receivable to the receipt by Collection Account in the Seller of manner specified in Section 5.05 and shall be entitled to receive the Purchase Amount from CNHICAReleased Warranty Amount. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Owner Trustee, the Indenture TrusteeIssuer, the Noteholders Indenture Trustee (by operation of the assignment of the Owner Trustee's rights hereunder pursuant to the Indenture) or the Certificateholders any Securityholder with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section Agreement shall be to require the Seller to repurchase Receivables the related Receivable pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s TMCC's obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement. (b) Upon . The Owner Trustee shall have no duty to conduct any affirmative investigation as to the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach occurrence of any condition requiring the repurchase of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate any Receivable pursuant to this Agreement or the Purchase Agreement: (i) the Issuing EntitySection. In connection with such repurchase, the Seller Owner Trustee and the Indenture Trustee shall sell, transfer, assign, take all steps necessary to effect a transfer of such Receivable as set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents forth in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection 9.01(d).

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA(without regard to any limitations therein as to the Seller’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreementknowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer CPS or the Trustee or in which the Trustee receives written receipt by CPS of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller Receivables Purchase Agreement) shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS’s option, the last day. As consideration for the repurchase day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust or the Securityholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase the aggregate Principal Balance of affected Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. In consideration of the purchase of any Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(5) or (A)(6) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, Trustee and the Noteholders or the Certificateholders Securityholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACPS’s obligation to the Seller to repurchase purchase such Receivables pursuant to the Receivables Purchase Agreement; provided, however, that CPS shall indemnify the Trustee, the Owner Trustee, the Backup Servicer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, that 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. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-1. (b) Upon If it is determined that consummation of the delivery transactions contemplated by this Agreement and the Asset Representations Reviewer other transaction documents referenced in this Agreement, the servicing and operation of the Trust pursuant to this Agreement and such other documents, or the ownership of a Review ReportNote or a Residual Pass-through Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Servicer Internal Revenue Code of 1986, as amended (the “Code”) or any successor statutes of similar impact, together with the regulations thereunder, to which no statutory exception or administrative exemption applies, such violation shall evaluate the findings contained in the Review Report and determine whether not be treated as a breach of any of the Seller’s representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.23.1 if not otherwise such a breach. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by Seller in Section 3.1, provided that the failure to Section 3.1 give such notice shall not affect any obligation of Seller. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if Seller elects, the 30th day) after such breach is discovered by the Servicer date on which Seller becomes aware of, or the Trustee or in which the Trustee receives written notice from the Seller Owner Trustee, Indenture Trustee or the Servicer of of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected by any such breach Receivable from Issuer as of such last dayday of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. As Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration for of the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.4. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee or the Certificateholders Holders with respect to a breach or failure to be true of the representations and or warranties made by Seller pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Seller or the TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in Section 3.3; provided that the failure to give such notice shall not affect any obligation of the Seller’s representations and warranties made pursuant to Section 3.1 . If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if the Seller elects, an earlier day) after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Purchaser or an assignee from the Servicer of Purchaser of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affected by any such breach as of such last day. As consideration for affects the repurchase interests of the Issuer and the Holders in any Receivable, the Seller shall remit repurchase each such Receivable from the Purchaser, or its successors or assigns, as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Determination Date, in the manner specified in Section 5.5; provided, however, that the obligation 5.6 of the Sale and Servicing Agreement. Upon the payment of such purchase price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller to repurchase or its designee any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties repurchased pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAhereto. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Purchaser and its successor or the Certificateholders assigns with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this Section 3.3, shall be to require the Seller to repurchase Receivables pursuant to this Section, subject Section 3.4. In addition to the conditions contained hereinforegoing and notwithstanding whether the related Receivable shall have been purchased by Seller, and to enforce CNHICA’s obligation to Seller shall indemnify the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review ReportIssuer, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICATrust Collateral Agent, the Trustee, the Backup Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing EntityOwner Trustee, the Seller Insurer, the Custodian, the Noteholders and the Indenture Trustee shall sellCertificateholder from and against all costs, transferexpenses, assignlosses, set over damages, claims and otherwise convey to CNHICAliabilities, the Servicerincluding reasonable fees and expenses of counsel, the Seller which may be asserted against or their Affiliate, incurred by any of them as applicable, without recourse, representation or warranty, all a result of third party claims arising out of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, events or facts giving rise to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.repurchase events

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall will inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have has been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which will enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall will enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall will remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.6. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall 2.2 will be to require that the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery by Owner Trustee nor the Asset Representations Reviewer of a Review Report, Indenture Trustee will have any duty to conduct an affirmative investigation as to the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach occurrence of any condition requiring the repurchase of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate any Receivable pursuant to this Agreement Section 2.3 or the Purchase eligibility of any Receivable for purposes of this Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Representative, the Seller, the Servicer Servicer, the Security Insurer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Representative’s or the Seller’s representations and warranties made pursuant to Section 3.1 3.1. The Representative, the Seller, the Servicer, the Security Insurer or Section 6.1the Issuer, or CNHICAas the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capital’s representations and warranties made pursuant to Section 3.2(b3.02(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after such breach is discovered (or, if the Representative or the Seller so elects, the first) month following the discovery by the Servicer Representative or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Representative or the Seller of notice from any of the Representative, the Seller, the Servicer, the Security Insurer or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Seller shall be obligated, jointly and severally have an obligation to repurchase (and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA Franklin Capital under Section 6.02 of the Purchase Agreement to repurchase Agreement) any Receivable in which the interests of the Noteholders or the Security Insurer are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Representative and/or the Seller shall remit, or the Seller shall cause Franklin Capital to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.5 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s obligation the obligations of Franklin Capital to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and ’s rights under the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Purchase Agreement and the Basic Documents delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital under the Purchase Agreement. (c) Pursuant to Section 2.2 of this Agreement, the Seller will convey to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each Subsequent Purchase Agreement including the Seller’s rights under each Subsequent Purchase Agreement and the delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that upon execution and delivery of each Subsequent Purchase Agreement, such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto assignment will be free valid, enforceable and effective to permit the Trust to enforce such obligations of the Grant contained in the IndentureFranklin Capital under each Subsequent Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Transferor or the TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by the Transferor in Section 3.3; provided that the failure to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) give such notice shall not affect any obligation of the Purchase AgreementTransferor. Unless a If the breach pursuant to the sections and documents referenced in the preceding sentence or failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if the Transferor elects, an earlier day) after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Transferor becomes aware of, or receives written notice from the Seller Purchaser or an assignee from the Servicer of Purchaser or an assignee from of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affected by affects the interests of the Issuer and the Holders in any Receivable, the Transferor shall repurchase each such breach Receivable from the Purchaser, or its successors or assigns, as of such last day. As consideration for the repurchase day of the Receivable, the Seller shall remit such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. In consideration of the purchase of a Receivable hereunder, the Transferor shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Determination Date, in the manner specified in Section 5.5; provided, however, that the obligation 5.6 of the Seller Sale and Servicing Agreement. Upon the payment of such purchase price by the Transferor, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to repurchase vest in the Transferor or its designee any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties repurchased pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAhereto. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Purchaser and its successor or the Certificateholders assigns with respect to a breach or failure to be true of the representations and warranties made by the Transferor pursuant to Section 3.1 and the agreement contained in this Section 3.3, shall be to require the Seller Transferor to repurchase Receivables pursuant to this Section, subject Section 3.4. In addition to the conditions contained hereinforegoing and notwithstanding whether the related Receivable shall have been purchased by Transferor, and to enforce CNHICA’s obligation to Transferor shall indemnify the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review ReportIssuer, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICATrust Collateral Agent, the Trustee, the Backup Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing EntityCustodian, the Seller Owner Trustee, the Insurer, the Noteholders and the Indenture Trustee shall sellCertificateholder from and against all costs, transferexpenses, assignlosses, set over damages, claims and otherwise convey to CNHICAliabilities, the Servicerincluding reasonable fees and expenses of counsel, the Seller which may be asserted against or their Affiliate, incurred by any of them as applicable, without recourse, representation or warranty, all a result of third party claims arising out of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, events or facts giving rise to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.repurchase events

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementSecurityholders in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller’s election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, the Warranty Purchase Payment of a Receivable that is not consistent with the obligation Seller’s warranty pursuant to Section 3.01(a)(v) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein to the date of repurchase. The sole remedy of the Seller Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to repurchase the Indenture), or any Receivable arising solely as a result of Securityholder with respect to a breach of CNHICAthe Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.33.01, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the Upon discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as party hereto of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day after the date the Seller became aware or was notified of such breach. Any such purchase by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant shall be at a price equal to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerRepurchase Price. In consideration for such repurchase, the Seller shall make (or their Affiliate shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Seller, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant to this Agreement Section 2.3. It is understood and agreed that, unless the Seller fails to repurchase (or fails to enforce the obligation of COAF under the Purchase Agreement: (iAgreement to repurchase) the Issuing Entityany Receivable as described above, the right to cause the Seller and to repurchase (or to enforce the Indenture Trustee obligations of COAF under the Purchase Agreement to repurchase) any Receivable as described above shall sell, transfer, assign, set over and otherwise convey constitute the sole remedy respecting such breach available to CNHICAthe Issuer, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s Note Insurer and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) . Neither the Issuing Entity, the Seller, and Owner Trustee nor the Indenture Trustee shall be deemed will have any duty to have released conduct an affirmative investigation as to the occurrence of any security interest and condition requiring the repurchase of any other claim under Receivable pursuant to this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection 2.3.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . None of the delivery Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third-party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a). If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the most senior class of Notes then outstanding inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerSeller, the Seller or their Affiliate pursuant to this Agreement or shall indemnify the Purchase Agreement: (i) the Issuing EntityTrust, the Seller Trustee, the Trust Collateral Agent and the Indenture Trustee shall sellofficers, transferdirectors, assign, set over agents and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Selleremployees thereof, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third-party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The SellerSponsor, the Depositor, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the its discovery of any breach of the Seller’s Depositor's and the Sponsor's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.1. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Owner Trustee or in which receipt by the Owner Trustee receives of written notice from the Seller Sponsor, the Depositor or the Servicer of such breach, the Seller Sponsor and the Depositor shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement jointly and severally obligated to repurchase any Receivable in which the interests of the Noteholders or Certificateholders are materially and adversely affected by any such breach as of the last day of such last dayCollection Period. As In consideration for of and simultaneously with the repurchase of the Receivable, the Seller Sponsor and/or the Depositor shall remit to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations Issuer shall execute such assignments and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt other documents reasonably requested by the Seller of Sponsor and/or the Purchase Amount from CNHICADepositor in order to effect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller Sponsor and/or the Depositor to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and . Neither the Owner Trustee nor the Trustee shall have a duty to enforce CNHICA’s obligation conduct any affirmative investigation as to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach occurrence of any conditions requiring the repurchase of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate any Receivable pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s Case Credit's representations and warranties made pursuant to Section 3.2(b) of the Case Liquidity Receivables Purchase Agreement or NH Credit's representations and warranties made pursuant to Section 3.2(b) of the NH Liquidity Receivables Purchase Agreement, Case Credit's representations and warranties made pursuant to Section 3.2(b) of the Case Purchase Agreement or NH Credit's representations and warranties made pursuant to Section 3.2(b) of the NH Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA Case Credit under the Case Liquidity Receivables Purchase Agreement, of NH Credit under the NH Liquidity Receivables Purchase Agreement, of Case Credit under the Case Purchase Agreement or of NH Credit under the NH Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.55.4; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s Case Credit's representations and warranties pursuant to Section 3.2(b) of the Case Liquidity Receivables Purchase Agreement, of NH Credit's representations and warranties pursuant to Section 3.2(b) of the NH Liquidity Receivables Purchase Agreement, of Case Credit's representations and warranties pursuant to Section 3.2(b) of the Case Purchase Agreement or NH Credit's representations and warranties pursuant to Section 3.2(b) of the NH Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACase Credit or NH Credit, as applicable. Subject to the provisions of Section 6.3, the sole remedy of the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Case Credit's or NH Credit's obligation to the Seller to repurchase such Receivables pursuant to the Case Liquidity Receivables Purchase Agreement, NH Liquidity Receivables Purchase Agreement, the Case Purchase Agreement or the NH Purchase Agreement, as applicable. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, by the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee Issuer shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicableSeller, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s Issuer's right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Transferor, Seller, Servicer, Backup Servicer, the Servicer Designated Backup Subservicer or the TrusteeTrust Collateral Agent, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery actual knowledge of any breach or failure to be true of the Seller’s representations and or warranties made pursuant to by (i) the Transferor in Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.3 of the Purchase Agreement or (ii) UACC in Section 3.3 of the Sale Agreement. Unless a breach pursuant , either of which materially and adversely affects the interests of Issuer and the Noteholders in any Receivable; provided that the failure to give such notice shall not affect any obligation of the sections and documents referenced in Transferor or UACC; and, provided, further, that the preceding sentence Designated Backup Subservicer, so long as it has not been appointed Servicer or subservicer, shall have been cured by the last day no liability for a failure to give such notice. In consideration of the second Collection Period after such breach is discovered repurchase of a Receivable hereunder by (i) the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer Transferor under Section 3.4 of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase or (ii) UACC under Section 3.4 of the ReceivableSale Agreement, the Seller Transferor or UACC, as applicable, shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Determination Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement5.6. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement Section 3.2, Issuer shall assign to the Transferor or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their AffiliateSeller, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture TrusteeIssuer’s right, title and interest in, in and to and under such Receivables, related Financed Equipment, Receivables and all other CNHCR Assets related theretoTrust Property, including all security and documents documents, relating theretosolely to such Receivable. (c) In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Transferor, and (ii) the Issuing EntityTransferor shall indemnify the Trust, the Trustee, the Seller, the Backup Servicer, the Designated Backup Subservicer, the Trust Collateral Agent, Collateral Agent and the Indenture Trustee shall be deemed to have released any security interest officers, directors, agents and any other claim under this Agreement employees thereof, the Insurer, and the Basic Documents in such ReceivablesNoteholders against all costs, related Financed Equipmentexpenses, losses, damages, claims and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Representative, the Seller, the Servicer Servicer, the Security Insurer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Representative's or the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Representative or the Seller so elects, the first) month following the discovery by the Servicer Representative or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Representative or the Seller of notice from any of the Representative, the Seller, the Servicer, the Security Insurer or the Owner Trustee of such breach, unless such breach is cured by such date, the Representative and the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the jointly and severally have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Certificateholders or the Security Insurer are materially and adversely affected by any such breach as of such last daydate. As The "second month" shall mean the month following the month in which discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Representative and/or the Seller shall remit remit, or cause TMS Auto Finance to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.5 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of TMS Auto Finance to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery by Owner Trustee nor the Asset Representations Reviewer of Trustee shall have a Review Report, duty to conduct any affirmative investigation as to the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach occurrence of any conditions requiring the repurchase of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate any Receivable pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and the Seller promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives following written notice from to the Seller or the Servicer Indenture Trustee of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA the Seller under the Purchase Agreement this Section 2.3 to repurchase any Receivable Receivable, the Issuer's interest in which is materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3), in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Section 2.3. The obligation to of the Seller to repurchase such Receivables pursuant to under this Section 2.3 shall not be solely dependent upon the Purchase Agreement. (b) Upon actual knowledge of the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach Seller of any of breached representation or warranty. Neither the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have any duty to CNHICA, conduct an affirmative investigation as to the Servicer, occurrence of any condition requiring the Seller repurchase of any Receivable pursuant to this Section 2.3 or their Affiliate, as applicable, without recourse, representation or warranty, all the eligibility of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under Receivable for purposes of this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureAgreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of GM Financial thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of GM Financial under the Purchase Agreement. Any purchase by GM Financial pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related theretothe Purchase Agreement, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Note Insurer, the Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant (without regard to Section 3.2(b) of any limitations therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer CPS or the Trustee or in which the Trustee receives written receipt by CPS of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller Receivables Purchase Agreement) shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS's option, the last day. As consideration for the repurchase day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust or the Securityholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. In consideration of the purchase of any Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable which is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(5) or (A)(6) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trustee, the Indenture Trustee, the Noteholders Securityholders or the Certificateholders Note Insurer with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s CPS's obligation to the Seller to repurchase purchase such Receivables pursuant to the Receivables Purchase Agreement; provided, however, that CPS shall indemnify the Trustee, the Owner Trustee, the Backup Servicer, the Collateral Agent, the Note Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be 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. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee's Certificate in the form of Exhibit F-1. (b) Upon If it is determined that consummation of the delivery transactions contemplated by this Agreement and the Asset Representations Reviewer other transaction documents referenced in this Agreement, the servicing and operation of the Trust pursuant to this Agreement and such other documents, or the ownership of a Review ReportNote or a Residual Pass-through Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Servicer Internal Revenue Code of 1986, as amended (the "Code") or any successor statutes of similar impact, together with the regulations thereunder, to which no statutory exception or administrative exemption applies, such violation shall evaluate the findings contained in the Review Report and determine whether not be treated as a breach of any of the Seller's representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.23.1 if not otherwise such a breach. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeOwner Trustee (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the SellerWorld Omni’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.01. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Owner Trustee or in which receipt by the Owner Trustee receives of written notice from the Seller or the Servicer of such breach, the Seller World Omni shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for day (or, at World Omni’s option, the last day of the first Collection Period following the discovery) and World Omni shall deliver a revised Schedule of Receivables to the Seller and the Trust which shall reflect the repurchase of such Receivables). In consideration of the repurchase of any such Receivable, the Seller World Omni shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.05. Subject to the provisions of Section 6.36.03, the sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 3.01 and the agreement contained in this Section shall be to require the Seller World Omni to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the Upon discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as party hereto of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Contract (regardless of any knowledge limitation) at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer, the Insurer or the Noteholders in such Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and the Insurer; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer, the Insurer or the Noteholders in such Contract, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Contract from the Issuer, in either case on or before the Determination Date following the end of the first full Collection Period after the date the Seller became aware or was notified of such breach. Any such breach of the representation set forth in clause (a)(vii) of Schedule I shall be deemed to automatically, materially and adversely affect the interests of the Insurer. Any such purchase by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant shall be at a price equal to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerRepurchase Price. In consideration for such repurchase, the Seller shall make (or their Affiliate shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Seller, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased pursuant to this Section 2.3. It is understood and agreed that, unless the Seller fails to repurchase (or fails to enforce the obligation of the Originator under the Contribution Agreement or the Purchase Agreement: (ito repurchase) the Issuing Entityany Contract as described above, the right to cause the Seller and to repurchase (or to enforce the Indenture Trustee obligations of the Originator under the Contribution Agreement to repurchase) any Contract as described above shall sell, transfer, assign, set over and otherwise convey constitute the sole remedy respecting such breach available to CNHICAthe Issuer, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s Insurer and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) . Neither the Issuing Entity, the Seller, and Owner Trustee nor the Indenture Trustee shall be deemed will have any duty to have released conduct an affirmative investigation as to the occurrence of any security interest and condition requiring the repurchase of any other claim under Contract pursuant to this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection 2.3.

Repurchase upon Breach. (a) The Seller, the Servicer Upon discovery by any party hereto or the Trustee, as the case may be, shall inform the other parties to this Agreement and by an Authorized Officer of the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties set forth in Section 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trustee; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to constitute prompt notice by the Seller and/or CNHICA has occurred Servicer and whether the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor hereunder. If the Depositor does not correct or cure such breach requires prior to the Seller and/or CNHICA end of the Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor became aware or was notified of such breach, then the Depositor shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to repurchase have a material and adverse effect if such Receivables breach or failure does not affect the ability of the Issuer to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor shall be at a price equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration for such repurchase, the provisions of this Section 3.2. Depositor shall make (cor shall cause to be made) With a payment to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to all Receivables purchased or repurchased bysuch Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or otherwise transferred earlier date, if elected by the Depositor. Upon payment of such Purchase Amount (less any Liquidation Proceeds deposited, or to (including Liquidated Receivables transferred under be deposited, in the Collection Account with respect to such Receivable pursuant to Section 4.3, 4.6 and 9.13.3) CNHICAby the Depositor, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller Issuer and the Indenture Trustee shall sellrelease and shall execute and deliver such instruments of release, transfertransfer or assignment, assignin each case without recourse or representation, set over as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and otherwise convey agreed that the right to CNHICA, cause the Servicer, Depositor to purchase (or to enforce the obligations of the Seller or their Affiliate, under the Receivables Purchase Agreement to purchase) any Receivable as applicable, without recourse, representation or warranty, all of described above shall constitute the Issuing Entity’s, sole remedy respecting such breach available to the Seller’s Issuer and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) . Neither the Issuing Entity, the Seller, and Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the Depositor shall only be deemed obligated to have released any security interest pay such Purchase Amount and any other claim under this Agreement and repurchase the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 3.03 of the Grant contained in the IndentureReceivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, Collateral Agent and the officers, directors, agents and employees thereof, the Insurer, and the Noteholders 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. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.this

Repurchase upon Breach. (a) The Seller, Each of the Servicer or Seller and the Trustee, as the case may be, Purchaser shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 2.2 which materially and warranties made pursuant to Section 3.2(b) adversely affects the interest of the Purchase AgreementIssuer in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following discovery by the Servicer or the Trustee or in which the Trustee receives written notice from to the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable for which the interest of the Issuer is materially and adversely affected by any such breach as of such last day. As consideration for day (or, at the repurchase Purchaser's option, the last day of the first Collection Period following the discovery). Any such breach shall not be deemed to have a material and adverse effect on the interests of the Issuer if such breach does not affect the ability of the Issuer to receive and retain timely payment in full on the related Receivable, the . The Seller shall remit the related Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller Collection Account with respect to repurchase any such Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) 3.3 of the Purchase Agreement is subject Sale and Servicing Agreement), to or at the receipt by the Seller direction of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase AgreementPurchaser. (b) Upon In addition to the delivery foregoing repurchase obligations, if the interest of the Purchaser in any Receivable is materially and adversely affected by a breach by an Originator of a representation or warranty relating to such Receivable in an Originator Purchase Agreement, the Seller shall repurchase such Receivable from the Issuer but only if the Originator shall in fact repurchase such Receivable. The Seller shall remit the purchase price paid by the Asset Representations Reviewer Originator with respect to such Receivable pursuant to Section 3.3 of a Review Report, the Servicer shall evaluate Sale and Servicing Agreement to or at the findings contained in direction of the Review Report and determine whether Purchaser. (c) The sole remedy of the Purchaser with respect to a breach of any of the representations and warranties made by referred to in Sections 2.2 shall be the Seller and/or CNHICA has occurred and whether such breach requires repurchase of the Seller and/or CNHICA to repurchase such related Receivables pursuant to the provisions of this Section 3.22.3. (cd) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing EntitySection 2.3, the Seller and Purchaser shall assign to the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicableSeller, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.the

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The "second month" shall mean the month following the month in which discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Asset Representations Reviewer of a Review ReportSeller, the Servicer Seller shall evaluate indemnify the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICATrust, the Trustee, the Backup Servicer, the Seller or their Affiliate pursuant to this Agreement or Trust Collateral Agent, Collateral Agent and the Purchase Agreement: (i) the Issuing Entityofficers, directors, agents and employees thereof, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the SellerInsurer, and the Indenture Trustee shall be deemed to have released any security interest Noteholders against all costs, expenses, losses, damages, claims and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Owner Trustee (upon actual knowledge of a Responsible Officer thereof) and the Indenture Trustee (upon the receipt of written notice by, or the Trusteeactual knowledge of, a Responsible Officer thereof), as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA(without regard to any limitations therein as to the Seller’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreementknowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer CPS or the Trustee or in which the Trustee receives written receipt by CPS of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller Receivables Purchase Agreement) shall be obligatedrepurchase, andand the Grantor Trust agrees to sell, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS’s option, the last day. As consideration for the repurchase day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust or the Securityholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase, and the Grantor Trust agrees to sell, the aggregate Principal Balance of affected Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. In consideration of the purchase of any Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(5) or (A)(6) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Grantor Trust, the Owner Trustee, the Indenture Trustee, Trustee and the Noteholders or the Certificateholders Securityholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACPS’s obligation to the Seller to repurchase purchase such Receivables pursuant to the Receivables Purchase Agreement; provided, however, that CPS shall indemnify the Indenture Trustee, the Owner Trustee, the Delaware Trustee, the Grantor Trust Trustee, the Backup Servicer, the Trust, the Custodian and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, that 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. Upon the Indenture Trustee’s confirmation of receipt of the Purchase Amount in the Collection Account and written instructions from the Servicer, the Custodian shall release to CPS or its designee the related Receivables File and the Custodian or the Indenture Trustee, as applicable, shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Custodian, the Grantor Trust Trustee or the Indenture Trustee, as applicable, and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-1. (b) Upon If it is determined that consummation of the delivery transactions contemplated by this Agreement and the Asset Representations Reviewer other transaction documents referenced in this Agreement, the servicing and operation of the Trust pursuant to this Agreement and such other documents, or the ownership of a Review ReportNote or a Residual Pass-through Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Servicer Internal Revenue Code of 1986, as amended (the “Code”) or any successor statutes of similar impact, together with the regulations thereunder, to which no statutory exception or administrative exemption applies, such violation shall evaluate the findings contained in the Review Report and determine whether not be treated as a breach of any of the Seller’s representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.23.1 if not otherwise such a breach. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Master Servicer, any Trust Officer of the Indenture Trustee or the Owner Trustee, as the case may be, shall inform each of the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.13.1; provided, or CNHICA’s representations and warranties made pursuant however, that the failure to Section 3.2(b) give any such notice shall not derogate from any obligations of the Purchase AgreementSeller under this Section 3.2. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after (or, if the Seller so elects, the first, or with respect to any exceptions appearing on any exception report delivered by the Indenture Trustee, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach (or such longer period not in excess of 120 days, as may be agreed upon by the Indenture Trustee and the Master Servicer), unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, the Seller have an obligation to repurchase or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement cause HAFC to repurchase any Receivable in which the interests of the related Series Securityholders are materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for and simultaneously with the repurchase of the ReceivableReceivables, the Seller shall remit remit, or cause HAFC to remit, to the Purchase related Series Collection Account, the Repurchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, Trustee and the Noteholders or the Certificateholders related Series Securityholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of the Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of HAFC to the Seller to repurchase such Receivables pursuant to the Master Receivables Purchase Agreement. (b) Upon Agreements. Neither the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have a duty to CNHICA, conduct any affirmative investigation as to the Servicer, occurrence of any conditions requiring the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all repurchase of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, any Receivable pursuant to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection.

Repurchase upon Breach. (a) The Seller, Upon discovery by or notice to the Servicer Depositor or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery Originator of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties set forth in Section 3.2 at the time such representations and warranties were made by the Seller and/or CNHICA has occurred (regardless of any knowledge limitation with respect to any such representation and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this warranty) or its obligations contained in Section 3.2. 3.4(a), (b), (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under and Section 4.3, 4.6 3.5 which materially and 9.1) CNHICAadversely affects the interests of the Issuer, the ServicerInsurer or the Noteholders in the Contracts, the Seller party discovering such breach or their Affiliate pursuant receiving such notice shall give prompt written notice thereof to this Agreement the other party and the Insurer; provided, that the failure to give such notice shall not affect any obligation of the Originator hereunder. If the Originator does not correct or cure such breach prior to the end of the first full Collection Period after the date the Originator became aware or was notified of such breach, then the Originator shall repurchase any Contract affected by such breach which materially and adversely affects the interests of the Issuer, the Insurer or the Purchase Agreement: (i) Noteholders in such Contract from the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller Depositor on or their Affiliate, as applicable, without recourse, representation or warranty, all before such last day. Any breach of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and representation set forth in clause (iia)(vii) the Issuing Entity, the Seller, and the Indenture Trustee of Schedule I shall be deemed to have released any security interest automatically, materially and any other claim under this Agreement and adversely affect the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free interests of the Grant contained Insurer. Any such repurchase by the Originator shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Originator shall make (or shall cause to be made) a payment to the Depositor equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date. Upon payment of such Repurchase Price by the Originator, the Depositor shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the IndentureOriginator or its designee any Contract repurchased pursuant hereto. It is understood and agreed that the obligation of the Originator to repurchase any Contract as described above shall constitute the sole remedy respecting such breach available to the Depositor.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, CNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement, or CNHICACNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA CNHCA under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICACNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement and Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACNHCA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, by the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) , the Issuing Entity, the Seller and the Indenture Trustee Entity shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicableSeller, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, Each of the Servicer or Seller and the Trustee, as the case may be, Purchaser shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 2.2 which materially and warranties made pursuant to Section 3.2(b) adversely affects the interest of the Purchase AgreementIssuer in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following discovery by the Servicer or the Trustee or in which the Trustee receives written notice from to the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable for which the interest of the Issuer is materially and adversely affected by any such breach as of such last day. As consideration for day (or, at the repurchase Purchaser’s option, the last day of the first Collection Period following the discovery). Any such breach shall not be deemed to have a material and adverse effect on the interests of the Issuer if such breach does not affect the ability of the Issuer to receive and retain timely payment in full on the related Receivable, the . The Seller shall remit the related Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller Collection Account with respect to repurchase any such Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) 3.3 of the Purchase Agreement is subject Sale and Servicing Agreement), to or at the receipt by the Seller direction of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase AgreementPurchaser. (b) Upon In addition to the delivery foregoing repurchase obligations, if the interest of the Purchaser in any Receivable is materially and adversely affected by a breach by an Originator of a representation or warranty relating to such Receivable in an Originator Purchase Agreement, the Seller shall repurchase such Receivable from the Issuer but only if the Originator shall in fact repurchase such Receivable. The Seller shall remit the purchase price paid by the Asset Representations Reviewer Originator with respect to such Receivable pursuant to Section 3.3 of a Review Report, the Servicer shall evaluate Sale and Servicing Agreement to or at the findings contained in direction of the Review Report and determine whether Purchaser. (c) The sole remedy of the Purchaser with respect to a breach of any of the representations and warranties made by referred to in Sections 2.2 shall be the Seller and/or CNHICA has occurred and whether such breach requires repurchase of the Seller and/or CNHICA to repurchase such related Receivables pursuant to the provisions of this Section 3.22.3. (cd) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing EntitySection 2.3, the Seller and Purchaser shall assign to the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicableSeller, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture TrusteePurchaser’s right, title and interest in, in and to such Receivables and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Note Insurer, the Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant (without regard to Section 3.2(b) of any limitations therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Trustee or in which the Note Insurer or receipt by the Trustee, the Owner Trustee receives written and the Note Insurer of notice from the Seller or the Servicer of such breach, the Seller CPS shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS's option, the last dayday of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust, the Noteholders or the Certificateholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. As In consideration for of the repurchase purchase of the Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable which is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(4) or (A)(5) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trustee, the Indenture Trustee, the Noteholders Securityholders or the Certificateholders Note Insurer with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s CPS's obligation to the Seller to repurchase purchase such Receivables pursuant to the CPS Purchase Agreement. (b) ; provided, however, that CPS shall indemnify the Trustee, the Owner Trustee, the Standby Servicer, the Collateral Agent, the Note Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be 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. Upon receipt of the delivery Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Asset Representations Reviewer Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee's Certificate in the form of Exhibit F-1. If it is determined that consummation of the transactions contemplated by this Agreement and the other transaction documents referenced in this Agreement, the servicing and operation of the Trust pursuant to this Agreement and such other documents, or the ownership of a Review ReportNote or Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Servicer Internal Revenue Code of 1986, as amended (the "Code") or any successor statutes of similar impact, together with the regulations thereunder, to which no statutory exception or administrative exemption applies, such violation shall evaluate the findings contained in the Review Report and determine whether not be treated as a breach of any of the Seller's representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.23.1 if not otherwise such a breach. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Master Servicer, any Trust Officer of the Indenture Trustee, the Administrator or the Owner Trustee, as the case may be, shall inform each of the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.1; provided, or CNHICA’s representations and warranties made pursuant however, that the failure to Section 3.2(b) give any such notice shall not derogate from any obligations of the Purchase AgreementSeller under this Section 3.2. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after (or, if the Seller so elects, the first, or with respect to any exceptions appearing on any exception report delivered by the Indenture Trustee, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach (or such longer period not in excess of 120 days, as may be agreed upon by the Indenture Trustee and the Master Servicer), unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, have an obligation to repurchase or cause HAFI or an Affiliate of HAFI that is the Seller or the Trustee shall enforce the obligation of CNHICA seller under the a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to repurchase any Receivable in which the interests of the Securityholders are materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for and simultaneously with the repurchase of the ReceivableReceivables, the Seller shall remit remit, or cause HAFI or an Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to remit, to the Collection Account the Repurchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or Administrator and the Certificateholders related holders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the repurchase by the Seller to repurchase of the Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of HAFI or an Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to the Seller to repurchase such Receivables pursuant to the related Master Receivables Purchase Agreement. None of the Owner Trustee, the Indenture Trustee or the Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Upon the delivery by the Asset Representations Reviewer Pursuant to Section 2.1 of a Review Report, the Servicer shall evaluate the findings contained in the Review Report this Agreement and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicerrelated Transfer Agreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to but none of its obligations or burdens, under the Master Receivables Purchase Agreements and under such Receivables, the related Financed Equipment, and all other CNHCR Assets related theretoReceivables Purchase Agreement Supplements, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Master Receivables Purchase Agreements and the Indenture Trustee shall be deemed delivery requirements, representations and warranties and the cure or repurchase obligations of HAFI or an Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, thereunder. The Seller hereby represents and warrants to have released any security interest the Trust that such assignment is valid, enforceable and any other claim effective to permit the Trust to enforce such obligations of HAFI or an Affiliate of HAFI that is the seller under this a Master Receivables Purchase Agreement and HSBC Finance Corporation under the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureMaster Receivables Purchase Agreements.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the Upon discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as party hereto of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Contract at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Contract from the Issuer, in either case on or before the Payment Date following the end of the first full Collection Period after the date the Seller became aware or was notified of such breach. Any such purchase by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant shall be at a price equal to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerRepurchase Price. In consideration for such repurchase, the Seller shall make (or their Affiliate shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Seller, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased pursuant to this Section 2.3. It is understood and agreed that, unless the Seller fails to repurchase (or fails to enforce the obligation of the Originator under the Contribution Agreement or the Purchase Agreement: (ito repurchase) the Issuing Entityany Contract as described above, the right to cause the Seller and to repurchase (or to enforce the Indenture Trustee obligations of the Originator under the Contribution Agreement to repurchase) any Contract as described above shall sell, transfer, assign, set over and otherwise convey constitute the sole remedy respecting such breach available to CNHICAthe Issuer[, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s Insurer] and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) . Neither the Issuing Entity, the Seller, and Owner Trustee nor the Indenture Trustee shall be deemed will have any duty to have released conduct an affirmative investigation as to the occurrence of any security interest and condition requiring the repurchase of any other claim under Contract pursuant to this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection 2.3.

Repurchase upon Breach. (a) The Seller, Servicer, Insurer, Backup Servicer, the Servicer Designated Backup Subservicer or the TrusteeTrust Collateral Agent, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery actual knowledge of any breach or failure to be true of the Seller’s representations and or warranties made pursuant to by UACC in Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.3 of the Purchase Sale Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in , which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by affects the interests of Trust, the Noteholders or the Insurer in any Receivable; provided that the failure to give such breach notice shall not affect any obligation of UACC; and, provided, further, that the Designated Backup Subservicer, so long as it has not been appointed Servicer or subservicer, shall have no liability for a failure to give such notice. In consideration of such last day. As consideration for the repurchase of a Receivable hereunder by UACC under Section 3.4 of the ReceivableSale Agreement, the Seller UACC shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Determination Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement5.6. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing EntitySection 3.2, Trust shall assign to the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture TrusteeTrust’s right, title and interest in, in and to and under such Receivables, related Financed Equipment, Receivables and all other CNHCR Assets related theretoTrust Property, including all security and documents documents, relating theretosolely to such Receivable. (c) In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by UACC, and (ii) UACC shall indemnify the Issuing EntityTrust, the Trustee, the Seller, the Backup Servicer, the Designated Backup Subservicer, the Trust Collateral Agent, Collateral Agent and the Indenture Trustee shall be deemed to have released any security interest officers, directors, agents and any other claim under this Agreement employees thereof, the Insurer, and the Basic Documents in such ReceivablesNoteholders against all costs, related Financed Equipmentexpenses, losses, damages, claims and all other CNHCR Assets related theretoliabilities, including all security reasonable fees and documents relating theretoexpenses of counsel, without which may be asserted against or incurred by any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of them as a result of third party claims arising out of the Grant contained in the Indentureevents or facts giving rise to such breach.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or the Owner Trustee, as the case may beIndenture Trustee, the Seller and the Master Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.02 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period commencing after such breach is discovered by the Servicer discovery or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachthereof, the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase as of such last day any Receivable materially and adversely affected by any such breach; provided, however, that, notwithstanding the qualification of any of the Seller's representations and warranties made pursuant to Section 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement as to the Seller's knowledge, a breach in the substance of any such representation and warranty (without giving effect to such qualification as to knowledge) shall require the Seller to perform its repurchase or cure obligations set forth in this Section 3.03. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the Seller shall remit the Purchase Amount to the Collection Account and notify in writing the Indenture Trustee of such deposit in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which shall enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.6(a). Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon . Neither the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and Owner Trustee nor the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey have any duty to CNHICA, conduct an affirmative investigation as to the Servicer, occurrence of any condition requiring the Seller repurchase of any Receivable pursuant to this Section 2.3 or their Affiliate, as applicable, without recourse, representation or warranty, all the eligibility of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under Receivable for purposes of this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureAgreement.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or Issuer, the Indenture Trustee, as the case may be, Seller and the Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations Sections 3.02 and warranties made pursuant to Section 3.2(b) 3.03 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following the Collection Period in which it discovers or receives notice of such breach is discovered by (or, at the Servicer or Seller’s election, the Trustee or last day of the first Collection Period following the Collection Period in which the Trustee it discovers or receives written notice from the Seller or the Servicer of such breach), the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase any Receivable materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the repurchasing Seller shall remit the applicable Purchase Amount to the Collection Account and notify in writing the Indenture Trustee of such deposit, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 or Section 6.1, or CNHICA’s representations 6.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase Agreementany Securityholders in any Receivable. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after following the Collection Period in which it discovers or receives notice of such breach is discovered by (or, at the Servicer or Seller's election, the Trustee or last day of the first Collection Period following the Collection Period in which the Trustee it discovers or receives written notice from the Seller or the Servicer of such breach), the Seller shall, unless such breach shall be obligatedhave been cured in all material respects, repurchase such Receivable and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA TMCC under the Receivables Purchase Agreement to repurchase any such Receivable materially from the Seller. This repurchase obligation shall obtain for all representations and adversely affected by any such warranties of the Seller contained in this Agreement whether or not the Seller has knowledge of the breach as at the time of such last daythe breach or at the time the representations and warranties were made. As In consideration for of the repurchase of any such Receivable, on the ReceivableBusiness Day immediately preceding the related Distribution Date, the Seller shall remit the Warranty Purchase Amount Payment of such Receivable to the Collection Account in the manner specified in Section 5.5; provided5.05 and shall be entitled to receive the Released Warranty Amount. In the event that any Liens or claims shall have been filed, howeverincluding Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the obligation lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Seller to repurchase any Receivable arising solely as a result of a Closing Date, and such breach of CNHICA’s representations materially and warranties pursuant to Section 3.2(b) adversely affects the interests of the Purchase Agreement is subject to the receipt by Issuer in such Receivable, the Seller of shall repurchase such Receivable on the Purchase Amount from CNHICAterms and in the manner specified above. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Owner Trustee, the Indenture TrusteeIssuer, the Noteholders Indenture Trustee (by operation of the assignment of the Owner Trustee's rights hereunder pursuant to the Indenture) or the Certificateholders any Securityholder with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and this Agreement or with respect to the agreement contained in this Section existence of any such Liens or claims shall be to require the Seller to repurchase Receivables the related Receivable pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s TMCC's obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement. (b) Upon . The Owner Trustee shall have no duty to conduct any affirmative investigation as to the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach occurrence of any condition requiring the repurchase of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate any Receivable pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection.

Repurchase upon Breach. (a) The Seller, the Depositor, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the its discovery of any breach of the Seller’s 's or the Depositor's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s 2.2. Unless any such breach of the Seller's representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence 2.2.A. shall have been cured by the last day of the second first Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Trustee or in which receipt by the Trustee receives of written notice from the Seller Seller, the Depositor or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement obligated to repurchase any Receivable in which the interests of the Certificateholders are materially and adversely affected by any such breach as of the last day of such last dayCollection Period. As In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 4.3 and the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations Trustee shall execute such assignments and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt other documents reasonably requested by the Seller of the Purchase Amount from CNHICA. Subject in order to the provisions of Section 6.3, the effect such repurchase. (b) The sole remedy of the Issuing EntityTrust, the Trustee, the Indenture Trustee, the Noteholders Trustee or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 2.2.A. and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and . The Trustee shall not have any duty to enforce CNHICA’s obligation conduct any affirmative investigation as to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach occurrence of any conditions requiring the repurchase of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate any Receivable pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Issuer, the Indenture Trustee and the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee applicable Sellers promptly, in writing, upon the discovery by it of any breach (or, in the case of the Indenture Trustee, a Responsible Officer having obtained actual knowledge or having received written notice thereof) of a Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(bSections 3.02(b) of the a Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of such Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or the Trustee or Collection Period in which the Trustee applicable Seller discovers or receives written notice from of such breach (or, at such Seller’s election, the Seller last day of the first Collection Period following the Collection Period in which it discovers or the Servicer receives notice of such breach), the Seller shall be obligated, and, if necessary, Issuer (in accordance with Section 6.02 of the Seller or the Trustee related Receivables Purchase Agreement) shall enforce the obligation obligations of CNHICA such Seller under the related Receivables Purchase Agreement to repurchase purchase any Receivable for which such breach materially and adversely affected by any such breach as of such last day. As consideration for affects the repurchase interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, in accordance with the Seller shall remit terms of Section 6.02 of the related Receivables Purchase Amount Agreement. Other than the ability to refer a dispute in the manner specified respect of an unresolved repurchase request to dispute resolution, as set forth in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.311.02, the sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders or Noteholders, the Verified Note Owners and the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty by a Seller has occurred pursuant to Section 3.1 and Sections 3.02(b) of the agreement contained in this Section related Receivables Purchase Agreement shall be to require the such Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase any such Receivables Receivable pursuant to the related Receivables Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer, the Backup Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee hereto promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant 3.4 (without regard to Section 3.2(b) of any limitation therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the Collection Period in which the discovery thereof was made by a Trustee Officer of the Servicer Trustee or the Trustee or in which the Trustee receives received written notice from the Seller Seller, the Backup Servicer or the Servicer of such breach, the Seller Asta Funding shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase purchase any Receivable materially and adversely affected affected, or where the Trustee's interest therein has been adversely affected, by any such the breach as of the last day of such second Collection Period (or, at Asta Funding's option, the last dayday of the first Collection Period following the Collection Period in which the discovery was made). As In consideration for of the repurchase purchase of the Receivable, the Seller Asta Funding shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.4. For the purposes of this Section 3.5, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.4(i)(D) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Trust or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.4 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Asta Funding's obligation to the Seller to repurchase purchase such Receivables pursuant to the Purchase Agreement. (b) Upon ; provided, however, that Asta Funding shall indemnify the delivery by Trustee and the Asset Representations Reviewer Backup Servicer, including officers, directors, employees and agents of a Review Reporteither entity, the Servicer shall evaluate Trust and the findings contained in the Review Report Certificateholders against all costs, expenses, losses, damages, claims and determine whether a breach 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 representations events or facts giving rise to such breach. Upon receipt of the Purchase Amount and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, written instructions from the Servicer, the Seller Trustee shall execute and deliver all reasonable instruments of transfer or their Affiliate pursuant to this Agreement assignment, without representation, warranty or the Purchase Agreement: (i) the Issuing Entityrecourse, as are prepared by the Seller and delivered to the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey necessary to CNHICAvest in Asta Funding or such designee title to the Receivable, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s related Receivable File and the Indenture Trustee’s right, title other related documents and interest in, instruments referred to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the IndentureSection 3.6(a).

Repurchase upon Breach. (a) The Seller, the Servicer or Servicer, the Issuer, the Indenture Trustee and the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, or CNHICAthat the delivery of the Servicer’s representations and warranties made Certificate pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant 4.08 shall be deemed to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives constitute prompt written notice from the Seller or by the Servicer of such breach. If the breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Seller shall be obligatedeither (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, andin either case on 26 (NAROT 2019-A Sale and Servicing Agreement) or before the Distribution Date following the end of the Collection Period which includes the 60th day (or, if necessary, the Seller elects, an earlier date) after the date that the Seller became aware or the Trustee shall enforce the obligation was notified of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach. Any such breach as or failure will be deemed not to have a material and adverse effect on the interests of Securityholders if such last day. As consideration for breach or failure does not affect the repurchase ability of the Issuer to receive and retain timely payment in full on such Receivable. In consideration of the purchase of the Receivables, the Seller shall remit (or cause to be remitted) the Purchase Amount Repurchase Payment in the manner specified in Section 5.5; provided5.05. Upon payment of such Repurchase Payment by the Seller, howeverthe Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, that transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the obligation Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. The Indenture Trustee and the Owner Trustee shall not be deemed to have knowledge of any breach of the Seller Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Basic Documents. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable arising solely as a result pursuant to this Section 3.02. The sole remedy of the Issuer, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach with a material adverse effect on the interests of CNHICASecurityholders caused by the Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.33.01, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase AgreementSection 3.02. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA Pursuant to repurchase such Receivables pursuant to the provisions Section 2.1 of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the ServicerAgreement, the Seller or their Affiliate pursuant conveyed to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, Trust all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, the Purchase Agreement including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, ’s rights under the Purchase Agreement and the Indenture Trustee delivery requirements, representations and warranties and the cure or repurchase obligations of GM Financial thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of GM Financial under the Purchase Agreement. Any purchase by GM Financial pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to have released any security interest and any other claim under this Agreement Section 3.2 and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free definition of the Grant contained in the IndenturePurchased Receivable.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) of the Purchase Agreementadversely affects any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller's election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date (as defined in the Purchase Agreement)), and the Trustee shall enforce the obligation of the Seller under this Agreement, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Warranty Purchase Payment of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the Seller's warranty pursuant to Section 3.2(b3.01(a)(iv) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject interest as contemplated therein to the receipt by the Seller date of the Purchase Amount from CNHICArepurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture TrusteeTrust, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.01 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section 3.02 and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. (b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2. (c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, without any further act or deed, and such Receivables, related Financed Equipment, and all security and documents relating thereto will be free of the Grant contained in the Indenture.