Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Servicer and 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 prior to the 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 have a material and adverse effect if such 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 Depositor shall make (or shall cause to be made) 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 such 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 earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Depositor or the Originator of a breach of any of the representations and warranties set forth in Section 2.2 3.2 at the time such representations and warranties were made (regardless of any knowledge limitation with respect to any such representation and warranty) or its obligations contained in Section 3.4(a), (b), (c) and Section 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Insurer or the NoteholdersNoteholders in the Contracts, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto party and to the Indenture TrusteeInsurer; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Originator hereunder. If the Depositor Originator does not correct or cure such breach prior to the end of the first full Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor Originator became aware or was notified of such breach, then the Depositor Originator shall purchase repurchase any Receivable materially and adversely Contract affected by such breach which materially and adversely affects the interests of the Issuer, the Insurer or the Noteholders in such Contract from the Issuer Depositor on or before such last day. Any breach of the Payment Date following representation set forth in clause (a)(vii) of Schedule I shall be deemed to automatically, materially and adversely affect the end interests of such Collection Period (or, if the Depositor elects, an earlier date)Insurer. Any such breach or failure will not be deemed to have a material and adverse effect if such 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 repurchase by the Depositor Originator 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)Repurchase Price. In consideration for such repurchase, the Depositor Originator shall make (or shall cause to be made) a payment to the Issuer Depositor 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorOriginator, the Issuer and the Indenture Trustee 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 requested of it necessary to vest in the Depositor Originator or its designee any Receivable Contract repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement Originator to purchase) repurchase any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementDepositor.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor Seller shall purchase any Receivable materially and adversely affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders from the Issuer on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller COAF under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Issuer, the Insurer or the NoteholdersNoteholders in such Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture TrusteeInsurer; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor Seller hereunder. If the Depositor does not 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 prior to 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 which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor Seller 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 of the representation set forth in clause (a)(vii) of Schedule I shall be deemed to have a material automatically, materially and adverse effect if such breach or failure does not adversely affect the ability interests of the Issuer to collect, receive and retain timely payment in full on such Receivable, including any Liquidation ProceedsInsurer. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositordate of repurchase. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable Contract and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of the Originator under the Contribution Agreement to repurchase) any Contract as described above, the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller Originator under the Receivables Purchase Contribution Agreement to purchaserepurchase) any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Insurer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Contract 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 obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or COAF of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor COAF hereunder. If the Depositor does not breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then COAF shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor COAF 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 have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor COAF 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)Repurchase Price. In consideration for such repurchase, the Depositor COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorCOAF, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver a COAF Re-Assignment and COAF Cross Receipt substantially in the forms of Exhibit B-1 and B-2, respectively, and any such other instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by COAF to evidence such release, transfer or assignment or more effectively vest in the Depositor COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor obligation of COAF to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Issuer[, the Insurer] or the NoteholdersNoteholders in such Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor Seller hereunder. If the Depositor does not 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 prior to 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 which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor Seller 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 have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositordate of repurchase. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable Contract and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of the Originator under the Contribution Agreement to repurchase) any Contract as described above, the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller Originator under the Receivables Purchase Contribution Agreement to purchaserepurchase) any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer[, the Insurer] and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Contract 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 obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or COAF of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor COAF hereunder. If the Depositor does not breach materially and adversely affects the interests of the Purchaser, the Issuer, the Note Insurer or the Noteholders in such Receivable, then COAF shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor COAF 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 have a material and adverse effect if such 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 COAF 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)Repurchase Price. In consideration for such repurchase, the Depositor COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositordate of repurchase. Upon payment of such 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) Repurchase Price by the DepositorCOAF, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by COAF to evidence such release, transfer or assignment or more effectively vest in the Depositor COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor that, unless COAF fails to purchase (or any Receivable as described above, the obligation of COAF to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Seller of a breach of any of the representations and warranties set forth in Section 2.2 3.7 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the NoteholdersCertificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Report which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer, the Noteholders or the Certificateholders, then the Seller shall either (a) correct or cure such breach prior to 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 sixtieth (60th) day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time time, on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementIssuer.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to FTH LLC or the Indenture Trustee Bank of a breach of any of the representations and warranties set forth in Section 2.2 3.2 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Bank hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then the Bank shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from FTH LLC, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer FTH LLC (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Bank 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)Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) a payment to the Issuer FTH LLC 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBank, the Issuer and the Indenture Trustee FTH LLC shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Bank to evidence such release, transfer or assignment or more effectively vest in the Depositor Bank or its designee any Receivable and the related Bank Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Depositor Bank to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementFTH LLC.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Seller of a breach of any of the representations and warranties set forth in Section 2.2 3.7 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementIssuer.

Repurchase upon Breach. Upon (a) (i) The Seller or the Servicer, 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 promptly, by notice in writing. If any party hereto or by an Authorized Noteholder informs a Responsible Officer of the Indenture Trustee Trustee, by notice in writing, of a any breach of any of the Seller’s representations and warranties set forth in made pursuant to Section 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders3.1, the party discovering such breach Indenture Trustee shall give prompt written notice thereof to inform the other parties hereto and to this Agreement in the manner specified in the preceding sentence on behalf of such Noteholder. Any such notice delivered by the Servicer, the Indenture Trustee; provided, the Trust, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that delivery the Seller repurchase the affected Receivable. As of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 last day of the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breachbreach of any representation or warranty made pursuant to Section 3.1, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach from as of such date. The “second month” shall mean the Issuer on the Payment Date month following the end of such Collection Period (ormonth in which discovery or actual knowledge occurs or written notice is given, if and the Depositor elects, an earlier date)“first month” shall mean the month in which discovery or actual knowledge occurs or notice is given. Any such breach or failure will not be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach or failure does has not affect affected the ability of the Issuer Holding Trust or Noteholders to collect, receive and retain timely payment in full on such Receivable. In consideration of and simultaneously with the repurchase of the Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller shall be at a price equal remit, or cause Exeter to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.6 and the Holding Trust shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Holding Trust, the Owner Trustee, the Indenture Trustee, the Backup Servicer or the Noteholders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds depositedconditions contained herein, or to be deposited, in the Collection Account with respect to such 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 earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of Exeter to the Seller to repurchase such Receivables pursuant to the Purchase Agreement (with respect to the EFLLC Receivables) or to enforce the obligation of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available Representation Provider to the Issuer and Seller to repurchase such Receivables pursuant to the Indenture TrusteeSale Agreement (with respect to the EFIT Receivables). Neither the Owner Trustee nor the Indenture Trustee will 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 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 Agreement or to enforce the contrary, the 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 pursuant to Section 3.03 obligations of the Receivables Purchase AgreementSeller.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 breach 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 Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor Seller elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. (a) Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or the Seller of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable listed on the Schedule of Receivables 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty hereto; provided, that delivery of the Servicer’s CertificateMonthly Servicer Report, which identifies that Receivables are being or have been repurchased, 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 Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Noteholders, then the Seller shall either (i) correct or cure such breach prior or (ii) purchase (or cause to be purchased) such Receivable from the end holder thereof, in either case on or before the last day of the second Collection Period which includes the 60th day (or, if at the Depositor electsoption of the Seller, an earlier datethe last day of the first Collection Period) after following the date that the Depositor Seller became aware of 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 not have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller 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)related Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchase Amount Repurchase Price by depositing (less any Liquidation Proceeds deposited, or causing to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account on the Business Day prior to 11:00 a.m., New York City time on the Payment Date immediately following the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee any Receivable listed on the Schedule of Receivables and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase [(or to enforce the obligations obligation of the Seller [intermediate purchaser] under the Receivables Purchase Agreement [intermediate purchase agreement] to purchase) repurchase)] any Receivable listed on the Schedule of Receivables as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. (a) Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Second Tier Purchaser or BASHC of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable listed on the Schedule of Receivables 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty hereto; provided, that delivery of the Servicer’s CertificateMonthly Servicer Report, which identifies that Receivables are being or have been repurchased, 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 Depositor BASHC hereunder. If the Depositor does not breach materially and adversely affects the interests of the Noteholders, then BASHC shall either (i) correct or cure such breach prior or (ii) purchase (or cause to be purchased) such Receivable from the end holder thereof, in either case on or before the last day of the second Collection Period which includes the 60th day (or, if at the Depositor electsoption of BASHC, an earlier datethe last day of the first Collection Period) after following the date that the Depositor BASHC became aware of 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 not have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Second Tier Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor BASHC 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)related Repurchase Price. In consideration for such repurchase, the Depositor BASHC shall make (or shall cause to be made) a payment to the Issuer Second Tier Purchaser equal to the Purchase Amount Repurchase Price by depositing (less any Liquidation Proceeds deposited, or causing to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account on the Business Day prior to 11:00 a.m., New York City time on the Payment Date immediately following the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorBASHC, the Issuer and the Indenture Trustee Second Tier Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by BASHC to evidence such release, transfer or assignment or more effectively vest in the Depositor BASHC or its designee any Receivable listed on the Schedule of Receivables and related Second Tier Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor BASHC to purchase repurchase (or to enforce the obligations obligation of the Seller BANA under the Receivables First Purchase Agreement to purchaserepurchase) any Receivable listed on the Schedule of Receivables as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementSecond Tier Purchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or the Bank of a breach of any of the representations and warranties set forth in Section 2.2 3.3 with respect to any Receivable 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; 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 Servicer and the Issuer Seller of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Bank hereunder. If the Depositor Bank does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank became aware or was notified of such breach, then the Depositor Bank shall purchase any Receivable materially and adversely affected by such breach from the Issuer Purchaser (or its assignee) 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 have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Bank 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)Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBank, the Issuer and the Indenture Trustee 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 may be reasonably requested of it by the Bank to evidence such release, transfer or assignment or more effectively vest in the Depositor Bank or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement Bank to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such 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 Seller shall be at a price equal to the Purchase Amount Repurchase 2 Sale and Servicing Agreement (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3)VALET 2013-2) Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 2.3 with respect to any Receivable at the time such representations and warranties were made which breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such 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 Seller 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)Repurchase 2 Sale and Servicing Agreement Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Seller of a breach of any of the representations and warranties set forth in Section 2.2 3.7 with respect to any Receivable 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then the Seller shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Issuer (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer (or its assignee) 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer (and the Indenture Trustee upon written direction from the Issuer) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer (and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement).

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or COAF of a breach of any of the representations and warranties set forth in Section 2.2 3.2 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor COAF hereunder. If the Depositor COAF does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor COAF became aware or was notified of such breach, then the Depositor COAF shall purchase any Receivable materially and adversely affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders from the Issuer Purchaser on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor COAF 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)Repurchase Price. In consideration for such repurchase, the Depositor COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorCOAF, the Issuer and the Indenture Trustee Purchaser 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 requested of it necessary to vest in the Depositor COAF or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of COAF to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Depositor or the Originator of a breach of any of the representations and warranties set forth in Section 2.2 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer[, the Insurer] or the NoteholdersNoteholders in the Contracts, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Originator hereunder. If the Depositor Originator does not correct or cure such breach prior to the end of the first full Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor Originator became aware or was notified of such breach, then the Depositor Originator shall purchase repurchase any Receivable materially and adversely Contract affected by such breach which materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract from the Issuer Depositor on the Payment Date following the end of or before such Collection Period (or, if the Depositor elects, an earlier date)last day. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Depositor (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation ProceedsContract. Any such purchase repurchase by the Depositor Originator 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)Repurchase Price. In consideration for such repurchase, the Depositor Originator shall make (or shall cause to be made) a payment to the Issuer Depositor 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorOriginator, the Issuer and the Indenture Trustee 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 requested of it necessary to vest in the Depositor Originator or its designee any Receivable Contract repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement Originator to purchase) repurchase any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementDepositor.

Repurchase upon Breach. Upon (a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery by of any party hereto or by an Authorized Officer breach of the Indenture Trustee of a breach of any of the Seller’s representations and warranties set forth in made pursuant to Section 2.2 at the time such representations and warranties were made which 3.1(a) that materially and adversely affects the interests of the Issuer Noteholders in any Receivable. If Noteholders representing [5%] or more of the NoteholdersOutstanding Amount of the Controlling Class inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the party discovering such breach Trust Collateral Agent shall give prompt written notice thereof to inform the other parties hereto and to this Agreement in the Indenture 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; provided, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that delivery the Seller repurchase the affected Receivable. As of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 last day of the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach from as of such date. The “second month” shall mean the Issuer on the Payment Date month following the end 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 of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability repurchase 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 Seller shall be at a price equal remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer 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) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (conditions contained herein or to enforce the obligations obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Seller under Owner Trustee, the Receivables Purchase Agreement to purchase) any Receivable as described above Trust Collateral Agent or the Trustee shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this AgreementSection. Notwithstanding anything herein In addition to the contrary, the Depositor shall only be obligated to pay such Purchase Amount foregoing and repurchase notwithstanding whether the related Receivable to shall have been purchased by the extent it receives the Purchase Amount from Seller, the Seller pursuant to Section 3.03 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 Receivables Purchase Agreementevents or facts giving rise to such breach.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery (a) The Bank hereby covenants and agrees that if the Bank discovers or is notified by any party hereto or by an Authorized Officer of the Indenture Trustee of a Requesting Party with a Repurchase Request regarding a breach of any of the Bank’s representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which made, the Bank will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty hereto; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased shall be deemed to constitute prompt written 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 Depositor hereunderBank under this Section 3.3(a). If Following a Repurchase Event, the Depositor does not Bank shall either (a) correct or cure such breach prior to 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 sixtieth (60th) day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank became aware of or was notified of and confirmed 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 not to have a material and adverse effect on the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Bank 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)Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBank, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Bank to evidence such release, transfer or assignment or more effectively vest in the Depositor Bank or its designee any Receivable and the related Bank Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Depositor Bank to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to FTH LLC, the Issuer Depositor, the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of The Seller, the 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 a any breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 at the time such representations and warranties were made which 3.01 that 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 TrusteeSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written 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 Depositor hereunder. If the Depositor does not breach materially and adversely 26 (Nissan 2016-C Sale and Servicing Agreement) affects the interests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Issuer, in either case on or before the Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect on the interests of Securityholders if such 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 repurchaseof the purchase of the Receivables, the Depositor Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, Repurchase Payment in the Collection Account with respect to such Receivable pursuant to manner specified in 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 earlier date, if elected by the Depositor5.05. Upon payment of such 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) Repurchase Payment by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right Owner Trustee shall not be deemed to cause the Depositor to purchase (or to enforce the obligations have knowledge of any breach of the Seller under Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture TrusteeBasic 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 pursuant to this Section 2.3 or 3.02. The sole remedy of the eligibility Issuer, the Indenture Trustee (by operation of any Receivable for purposes the assignment of this Agreement. Notwithstanding anything herein the Issuer’s rights hereunder pursuant to the contraryIndenture), or any Securityholder with respect to a breach with a material adverse effect on the Depositor shall only be obligated to pay such Purchase Amount interests of Securityholders caused by the Seller’s representations and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller warranties pursuant to Section 3.03 of 3.01, shall be to require the Seller to repurchase Receivables Purchase Agreementpursuant to this Section 3.02.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to FTH LLC or the Indenture Trustee Bank of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Bank hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then the Bank shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from FTH LLC (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer FTH LLC (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Bank 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)Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) a payment to the Issuer FTH LLC (or its assignee) 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBank, the Issuer and the Indenture Trustee FTH LLC (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 may be reasonably requested of it by the Bank to evidence such release, transfer or assignment or more effectively vest in the Depositor Bank or its designee any Receivable and the related Bank Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Depositor Bank to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 FTH LLC (or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreementits assignee).

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Sale and Servicing Agreement Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of The Seller, the 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 a any breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 at the time such representations and warranties were made which 3.01 that 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 TrusteeSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written 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 Depositor hereunder. If the Depositor does not breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Issuer, in 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 the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect on the interests of Securityholders if such 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 repurchaseof the purchase of the Receivables, the Depositor Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, Repurchase Payment in the Collection Account with respect to such Receivable pursuant to manner specified in 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 earlier date, if elected by the Depositor5.05. Upon payment of such 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) Repurchase Payment by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right Owner Trustee shall not be deemed to cause the Depositor to purchase (or to enforce the obligations have knowledge of any breach of the Seller under Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture TrusteeBasic 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 pursuant to this Section 2.3 or 3.02. The sole remedy of the eligibility Issuer, the Indenture Trustee (by operation of any Receivable for purposes the assignment of this Agreement. Notwithstanding anything herein the Issuer’s rights hereunder pursuant to the contraryIndenture), or any Securityholder with respect to a breach with a material adverse effect on the Depositor shall only be obligated to pay such Purchase Amount interests of Securityholders caused by the Seller’s representations and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller warranties pursuant to Section 3.03 of 3.01, shall be to require the Seller to repurchase Receivables Purchase Agreementpursuant to this Section 3.02.

Repurchase upon Breach. Upon discovery by (a) The Seller, the Master Servicer, the Insurer, any party hereto or by an Authorized Trust Officer of the Indenture Trustee Trustee, or the Owner Trustee, as the case may be, shall inform each of a the other parties to this Agreement promptly, in writing, upon the discovery of any breach of any of the Seller’s representations and warranties set forth in made pursuant to 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 Trustee3.1; 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 Servicer and the Issuer of such breach; provided, furtherhowever, that the failure to give any such notice shall not affect derogate from any obligation obligations of the Depositor hereunderSeller under this Section 3.2. If the Depositor does not correct or cure such breach prior to the end As of the Collection Period which includes last day of the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first, or with respect to any exceptions appearing on any exception report delivered by the Indenture Trustee, the first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breachbreach (or such longer period not in excess of 120 days, then as may be agreed upon by the Depositor Indenture Trustee, the Insurer (for so long as it is the Controlling Party) and the Master Servicer), unless such breach is cured by such date, the Seller shall purchase have an obligation to repurchase or cause HAFC or an Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, to repurchase any Receivable in which the interests of the Securityholders and/or the Insurer are materially and adversely affected by any such breach from breach. In consideration of and simultaneously with 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 have a material and adverse effect if such breach or failure does not affect the ability repurchase of the Issuer to collectReceivables, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller shall be at a price equal to the Purchase Amount (less any Liquidation Proceeds depositedremit, or cause HAFC or an Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, to be depositedremit, in to the Collection Account the Repurchase Amount in the manner specified in Section 5.4 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Insurer and the related holders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1 and the agreement contained in this Section shall be the repurchase of the Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer 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) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (conditions contained herein or to enforce the obligations obligation of HAFC or an Affiliate of HAFC that is the Seller seller under the a Master Receivables Purchase Agreement to purchase) any Receivable or Household Finance Corporation, as described above shall constitute the sole remedy respecting such breach available applicable, to the Issuer and Seller to repurchase such Receivables pursuant to the Indenture Trusteerelated Master Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee will shall have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions 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 obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 3.03 of the Receivables Purchase AgreementSection.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Depositor or the Bank of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the NoteholdersCertificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Report which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Bank hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer, the Noteholders or the Certificateholders, then the Bank shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Depositor (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Depositor (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Bank 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)Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) a payment to the Issuer Depositor (or its assignee) 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time time, on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBank, the Issuer and the Indenture Trustee Depositor (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 may be reasonably requested of it by the Bank to evidence such release, transfer or assignment or more effectively vest in the Depositor Bank or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Depositor Bank to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 Depositor (or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreementits assignee).

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of The Seller, the 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 a any breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 at the time such representations and warranties were made which 3.01 that 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 TrusteeSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written 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 Depositor hereunder. If the Depositor does not breach materially and adversely 26 (Nissan 2016-B Sale and Servicing Agreement) affects the interests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Issuer, in either case on or before the Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect on the interests of Securityholders if such 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 repurchaseof the purchase of the Receivables, the Depositor Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, Repurchase Payment in the Collection Account with respect to such Receivable pursuant to manner specified in 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 earlier date, if elected by the Depositor5.05. Upon payment of such 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) Repurchase Payment by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right Owner Trustee shall not be deemed to cause the Depositor to purchase (or to enforce the obligations have knowledge of any breach of the Seller under Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture TrusteeBasic 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 pursuant to this Section 2.3 or 3.02. The sole remedy of the eligibility Issuer, the Indenture Trustee (by operation of any Receivable for purposes the assignment of this Agreement. Notwithstanding anything herein the Issuer’s rights hereunder pursuant to the contraryIndenture), or any Securityholder with respect to a breach with a material adverse effect on the Depositor shall only be obligated to pay such Purchase Amount interests of Securityholders caused by the Seller’s representations and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller warranties pursuant to Section 3.03 of 3.01, shall be to require the Seller to repurchase Receivables Purchase Agreementpursuant to this Section 3.02.

Repurchase upon Breach. Upon The Transferor or the Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any breach or failure to be true of the representations and or warranties set forth made by the Transferor 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 Trustee3.3; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor hereunderTransferor. If the Depositor does breach or failure shall not correct or cure such breach prior to have been cured by the end last day of the Collection Period which includes the 60th day (or, or if the Depositor Transferor elects, an earlier dateday) after the date that on which the Depositor became Transferor becomes aware of, or was notified of receives written notice from the Purchaser or an assignee from the Purchaser or an assignee from of, such breachbreach or failure, then the Depositor shall purchase any Receivable and such breach or 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 Issuer on the Payment Date following the end Purchaser, or its successors or assigns, as of such last day of such Collection Period (orat a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, if which amount shall be deposited in the Depositor electsCollection Account pursuant to the provisions of the Sale and Servicing Agreement. Notwithstanding the foregoing, an earlier date). Any any such breach or failure with respect to the representations and warranties contained in Section 3.3 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 does do not affect the ability of the Issuer Purchaser, or its successors or assigns, to collect, receive and retain timely payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, including any Liquidation Proceeds. Any such purchase the Transferor shall (unless otherwise directed by the Depositor shall be at a price equal to Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount (less any Liquidation Proceeds depositedof such Receivable, or to be depositedno later than the close of business on the next Deposit Date, in the Collection Account with respect to such Receivable pursuant to manner specified in Section 3.3). In consideration for such repurchase, 5.4 of the Depositor shall make (or shall cause to be made) 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 such 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 earlier date, if elected by the DepositorSale and Servicing Agreement. Upon the payment of such 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) purchase price by the DepositorTransferor, the Issuer and the Indenture Trustee 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, representation as shall be reasonably requested of it necessary to vest in the Depositor Transferor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations The sole remedy of the Seller under Purchaser and its successor or assigns with respect to a breach or failure to be true of the warranties made by the Transferor pursuant to Section 3.3, shall be to require the Transferor to repurchase Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement3.4.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Trusteehereto; provided, that delivery of the Servicer’s Certificate, Certificate which identifies that Receivables are being or have been repurchased, shall be deemed to constitute prompt notice by the Servicer and (if the Issuer Bank is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor Seller elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller Bank under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement2.3. Notwithstanding anything herein to the contrary, the Depositor Seller shall only be obligated to pay such Purchase Amount Repurchase Price and repurchase the related Receivable to the extent it receives the Purchase Amount Repurchase Price from the Seller Bank pursuant to Section 3.03 3.3 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or VCI of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer VCI and the Issuer Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor VCI hereunder. If the Depositor VCI does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor VCI elects, an earlier date) after the date that the Depositor VCI became aware or was notified of such breach, then the Depositor VCI shall purchase any Receivable materially and adversely affected by such breach from the Issuer Purchaser on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor VCI 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)Repurchase Price. In consideration for such repurchase, the Depositor VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by VCI to evidence such release, transfer or assignment or more effectively vest in the Depositor VCI or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of VCI to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or VCI of a breach of any of the representations and warranties set forth in Section 2.2 3.2 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor VCI hereunder. If the Depositor VCI does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor VCI elects, an earlier date) after the date that the Depositor VCI became aware or was notified of such breach, then the Depositor VCI shall purchase any Receivable materially and adversely affected by such breach from the Issuer Purchaser on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor VCI 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)Repurchase Price. In consideration for such repurchase, the Depositor VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.am, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorVCI, the Issuer and the Indenture Trustee Purchaser 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 requested of it necessary to vest in the Depositor VCI or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of VCI to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 2.3 with respect to any Receivable at the time such representations and warranties were made which breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 2.4. 3 2023-1 Sale & Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of The Seller, the 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 a any breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 at the time such representations and warranties were made which 3.01 that 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 TrusteeSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written 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 Depositor hereunder. If the Depositor does not breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Issuer, in either case on 26 (Nissan 2017-B Sale and Servicing Agreement) or before the Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect on the interests of Securityholders if such 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 repurchaseof the purchase of the Receivables, the Depositor Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, Repurchase Payment in the Collection Account with respect to such Receivable pursuant to manner specified in 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 earlier date, if elected by the Depositor5.05. Upon payment of such 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) Repurchase Payment by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right Owner Trustee shall not be deemed to cause the Depositor to purchase (or to enforce the obligations have knowledge of any breach of the Seller under Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture TrusteeBasic 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 pursuant to this Section 2.3 or 3.02. The sole remedy of the eligibility Issuer, the Indenture Trustee (by operation of any Receivable for purposes the assignment of this Agreement. Notwithstanding anything herein the Issuer’s rights hereunder pursuant to the contraryIndenture), or any Securityholder with respect to a breach with a material adverse effect on the Depositor shall only be obligated to pay such Purchase Amount interests of Securityholders caused by the Seller’s representations and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller warranties pursuant to Section 3.03 of 3.01, shall be to require the Seller to repurchase Receivables Purchase Agreementpursuant to this Section 3.02.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Santander Consumer hereunder. If the Depositor does not breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor Santander Consumer elects, an earlier date) after the date that the Depositor Santander Consumer 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 have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Santander Consumer 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)related Repurchase Price. In consideration for such repurchase, the Depositor Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositordate of repurchase. Upon payment of such 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) Repurchase Price by the DepositorSantander Consumer, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Depositor Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor obligation of Santander Consumer to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of The Seller, the 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 a any breach of any of the Seller’s representations and warranties set forth in pursuant to Section 2.2 at the time such representations and warranties were made which 3.01 that 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 TrusteeSecurityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate pursuant to Section 4.08 shall be deemed to constitute prompt written 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 Depositor hereunder. If the Depositor does not breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Issuer, in either case on or before the Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material 26 (Nissan 2016-A Sale and Servicing Agreement) and adverse effect on the interests of Securityholders if such 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 repurchaseof the purchase of the Receivables, the Depositor Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, Repurchase Payment in the Collection Account with respect to such Receivable pursuant to manner specified in 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 earlier date, if elected by the Depositor5.05. Upon payment of such 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) Repurchase Payment by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right Owner Trustee shall not be deemed to cause the Depositor to purchase (or to enforce the obligations have knowledge of any breach of the Seller under Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture TrusteeBasic 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 pursuant to this Section 2.3 or 3.02. The sole remedy of the eligibility Issuer, the Indenture Trustee (by operation of any Receivable for purposes the assignment of this Agreement. Notwithstanding anything herein the Issuer’s rights hereunder pursuant to the contraryIndenture), or any Securityholder with respect to a breach with a material adverse effect on the Depositor shall only be obligated to pay such Purchase Amount interests of Securityholders caused by the Seller’s representations and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller warranties pursuant to Section 3.03 of 3.01, shall be to require the Seller to repurchase Receivables Purchase Agreementpursuant to this Section 3.02.

Repurchase upon Breach. (a) Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Depositor of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable listed on the Schedule of Receivables 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty hereto; provided, that delivery of the Servicer’s CertificateMonthly Servicer Report, which identifies that Receivables are being or have been repurchased, 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 Depositor hereunder. If the breach materially and adversely affects the interests of the Noteholders, then the Depositor does not shall either (i) correct or cure such breach prior or (ii) purchase (or cause to be purchased) such Receivable from the end holder thereof, in either case on or before the last day of the second Collection Period which includes the 60th day (or, if at the Depositor electsoption of the Depositor, an earlier datethe last day of the first Collection Period) after following the date that the Depositor became aware of 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 not have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) 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)related Repurchase Price. In consideration for such repurchase, the Depositor shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or causing to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.be

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to collect, receive and retain timely payment in full on (VALET 2013-1) such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or FTH LLC of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor FTH LLC hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then FTH LLC shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Depositor FTH LLC elects, an earlier date) after the date that the Depositor FTH LLC 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor FTH LLC 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)Repurchase Price. In consideration for such repurchase, the Depositor FTH LLC shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorFTH LLC, the Issuer and the Indenture Trustee 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 may be reasonably requested of it by FTH LLC to evidence such release, transfer or assignment or more effectively vest in the Depositor FTH LLC or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of FTH LLC to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 Purchaser (or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreementits assignee).

Repurchase upon Breach. (a) Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or BANA of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written Purchase Agreement (2006-G1) notice thereof to the other parties hereto and to the Indenture Trusteeparty hereto; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor BANA hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then BANA shall either (i) correct or cure such breach prior to or (ii) purchase such Receivable from the end holder thereof, in either case on or before the last day of the second Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after following the date that the Depositor BANA became aware of 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 have a material and adverse effect if such 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 BANA 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)related Repurchase Price. In consideration for such repurchase, the Depositor BANA shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchase Amount Repurchase Price by depositing (less any Liquidation Proceeds deposited, or causing to be deposited, in the Collection Account with respect to such 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 the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorBANA, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by BANA to evidence such release, transfer or assignment or more effectively vest in the Depositor BANA or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor BANA to purchase repurchase (or to enforce the obligations of the Seller CXXX under the Receivables CXXX Purchase Agreement or GMAC under the GMAC Sale Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or BANA of a breach of any of the representations and warranties set forth described in Section 2.2 at the time such representations and warranties were made 3.2 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties party hereto and to the Indenture TrusteeOriginator; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor BANA hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then BANA shall either (a) correct or cure such breach prior to or (b) purchase such Receivable from the holder thereof, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that BANA and the Depositor Originator 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 have a material and adverse effect if such 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 BANA 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)Repurchase Price. In consideration for such repurchase, the Depositor BANA shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchase Amount Repurchase Price by depositing (less any Liquidation Proceeds deposited, or causing to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m.4:00 p.m., New York City time on the Business Day immediately preceding such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBANA, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by BANA to evidence such release, transfer or assignment or more effectively vest in the Depositor BANA or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor obligation of BANA to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or SunTrust of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor SunTrust hereunder. If the Depositor does not breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then SunTrust shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor SunTrust 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 have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor SunTrust 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)Repurchase Price. In consideration for such repurchase, the Depositor SunTrust shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorSunTrust, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver a SunTrust Re-Assignment and SunTrust Cross Receipt substantially in the forms of Exhibit A-1 and A-2, respectively, and any such other instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by SunTrust to evidence such release, transfer or assignment or more effectively vest in the Depositor SunTrust or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor obligation of SunTrust to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. (a) Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (i) correct or cure such breach prior to or (ii) purchase such Receivable from the end Issuer, in either case on or before the last day of the second Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after following the date that the Depositor Seller became aware of 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 have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee all of the Issuer’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller BANA under the Receivables Purchase Agreement, CXXX under the CXXX Purchase Agreement or GMAC under the GMAC Sale Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto (a) The Seller, the Servicer, the Insurer or by an Authorized Officer of 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 a any breach of any of the Seller's representations and warranties set forth in Section 2.2 at the time such representations made pursuant to Sections 3.1 and warranties were made which materially and adversely affects the interests 3.1-A. As 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 last day of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice from any of the Seller, the Servicer, the Insurer or the Owner Trustee of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders or the Certificateholders or the Insurer are materially and adversely affected by any such breach from as of such date. The "second month" shall mean the Issuer on the Payment Date month following the end 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 of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability repurchase 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 Seller shall be at a price equal remit, or cause SunStar Acceptance Corporation or an Affiliate to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to such Receivable a breach of representations and warranties pursuant to Sections 3.1 and 3.1-A and the agreement contained in this Section 3.3). In consideration for such repurchaseshall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds depositedconditions contained herein, or to be deposited, in the Collection Account with respect to such 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 earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of SunStar Acceptance Corporation to the Seller under the to repurchase such Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available pursuant to the Issuer and the Indenture TrusteePurchase Agreement. Neither the Owner Trustee nor the Indenture Trustee will shall have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions 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 obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 3.03 of the Receivables Purchase AgreementSection.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. 20 (2013-A Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.)

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of If a breach of any of the representations and warranties set forth in Section 2.2 at 2.02(a) results in the time such representations and warranties were made which materially and adversely affects Buyer’s obligation (after the interests applicable grace period) to accept reassignment pursuant to Section 2.03(c) of the Issuer or Transfer and Servicing Agreement of all the Noteholders, the party discovering such breach shall give prompt written notice thereof Transferred Receivables and Interests in Other Floorplan Assets that it transferred 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 Servicer and 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 prior to the 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 breachIssuer, then the Depositor shall purchase any Receivable materially Seller will repurchase all the Transferred Receivables and adversely affected by Interests in Other Floorplan Assets that it transferred to the Buyer. In such breach from event, the Issuer Seller will repurchase such Transferred Receivables and Interests in Other Floorplan Assets on the Payment Business Day immediately preceding the Distribution Date following on which the end Buyer is required to accept reassignment of such Collection Period (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material Transferred Receivables and adverse effect if such breach or failure does not affect the ability of the Issuer to collect, receive and retain timely payment Interests in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor shall be at a price equal Other Floorplan Assets pursuant to the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, Transfer and Servicing Agreement. The Seller will repurchase such Transferred Receivables and Interests in the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration for such repurchase, the Depositor shall make (or shall cause to be made) Other Floorplan Assets by making a payment to the Issuer equal to the Purchase Amount (less any Liquidation Proceeds deposited, or to be depositedBuyer, in immediately available funds, in an amount not less than the Collection Account with respect to purchase price for such 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 earlier date, if elected Transferred Receivables and Interests in Other Floorplan Assets payable by the DepositorBuyer, as specified in the Transfer and Servicing Agreement. Upon payment of such Purchase Amount (less any Liquidation Proceeds depositedpurchase price and reassignment of such Transferred Receivables and Interests in Other Floorplan Assets to the Buyer in accordance with the Transfer and Servicing Agreement, the Buyer will automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or to be depositedwarranty, all the right, title and interest of the Buyer in the Collection Account with respect and to such Receivable pursuant to Section 3.3) by the Depositor, the Issuer Transferred Receivables and the Indenture Trustee shall release all Related Security and shall execute and deliver such instruments of release, transfer or assignmentInterests in Other Floorplan Assets and, in each case without recourse case, all monies due or representationto become due with respect thereto and all proceeds thereof. In connection with any such repurchase, the Buyer will execute such documents and instruments of sale or assignment mutually agreed to by the Buyer and the Seller. The Buyer will also take such other actions as shall be are reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations of by the Seller under to effect the conveyance of such Transferred Receivables Purchase Agreement and Interests in Other Floorplan Assets. The Seller’s obligation to purchase) any Receivable as described above shall constitute the sole remedy respecting repurchase such breach available to the Issuer Transferred Receivables and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Interests in Other Floorplan Assets pursuant to this Section 2.3 2.02(c) constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.02(c) available to the Buyer and to the Noteholders (or the eligibility of Owner Trustee, any Receivable for purposes of this Agreement. Notwithstanding anything herein to Series Enhancer or the contrary, the 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 pursuant to Section 3.03 Indenture Trustee on behalf of the Receivables Purchase AgreementNoteholders).

Repurchase upon Breach. Upon discovery (a) The Bank hereby covenants and agrees that if the Bank discovers or is notified by any party hereto or by an Authorized Officer of the Indenture Trustee of a Requesting Party with a Repurchase Request regarding a breach of any of the Bank’s representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which made, the Bank will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty hereto; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased shall be deemed to constitute prompt written 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 Depositor hereunderBank under this Section 3.3(a). If Following a Repurchase Event, the Depositor does not Bank shall either (a) correct or cure such breach prior to 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 sixtieth (60th) day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank became aware of or was notified of and confirmed 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 not to have a material and adverse effect on the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Bank 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)Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.11:00

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee notice to FTH LLC or [Originator] of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor [Originator] hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then [Originator] shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from FTH LLC, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Depositor [Originator] elects, an earlier date) after the date that the Depositor [Originator] 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer FTH LLC (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor [Originator] 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)Repurchase Price. In consideration for such repurchase, the Depositor [Originator] shall make (or shall cause to be made) a payment to the Issuer FTH LLC 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such Purchase Amount (less any Liquidation Proceeds depositedRepurchase Price by [Originator], or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the Depositor, the Issuer and the Indenture Trustee FTH LLC shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by [Originator] to evidence such release, transfer or assignment or more effectively vest in the Depositor [Originator] or its designee any Receivable and the related [Originator] Sold Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of [Originator] to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementFTH LLC.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or VCI of a breach of any of the representations and warranties set forth in Section 2.2 3.2 Purchase Agreement (VALET 2007-1) 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor VCI hereunder. If the Depositor VCI does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor VCI elects, an earlier date) after the date that the Depositor VCI became aware or was notified of such breach, then the Depositor VCI shall purchase any Receivable materially and adversely affected by such breach from the Issuer Purchaser on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor VCI 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)Repurchase Price. In consideration for such repurchase, the Depositor VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by VCI to evidence such release, transfer or assignment or more effectively vest in the Depositor VCI or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of VCI to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. 20 (2012-B Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.)

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. 21 (2013-B Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.)

Repurchase upon Breach. (a) Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Depositor of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable listed on the Schedule of Receivables 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty hereto; provided, that delivery of the Servicer’s CertificateMonthly Servicer Report, which identifies that Receivables are being or have been repurchased, 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 Depositor hereunder. If the breach materially and adversely affects the interests of the Noteholders, then the Depositor does not shall either (i) correct or cure such breach prior or (ii) purchase (or cause to be purchased) such Receivable from the end holder thereof, in either case on or before the last day of the second Collection Period which includes the 60th day (or, if at the Depositor electsoption of the Depositor, an earlier datethe last day of the first Collection Period) after following the date that the Depositor became aware of 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 not have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) 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)related Repurchase Price. In consideration for such repurchase, the Depositor shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Amount Repurchase Price by depositing (less any Liquidation Proceeds deposited, or causing to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account on the Business Day prior to 11:00 a.m., New York City time on the Payment Date immediately following the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Depositor to evidence such release, transfer or assignment or more effectively vest in the Depositor or its designee any Receivable listed on the Schedule of Receivables and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor to purchase repurchase [(or to enforce the obligations obligation of the Seller [intermediate purchasers] under the Receivables Purchase Agreement [intermediate purchase agreements] to purchase) repurchase)] any Receivable listed on the Schedule of Receivables as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementIssuer.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or COAF of a breach of any of the representations and warranties set forth described in Section 2.2 at the time such representations and warranties were made 3.2 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor COAF hereunder. If the Depositor does not breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then COAF shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor COAF 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 have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor COAF 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)Repurchase Price. In consideration for such repurchase, the Depositor COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorCOAF, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by COAF to evidence such release, transfer or assignment or more effectively vest in the Depositor COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor obligation of COAF to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 TrusteeOriginator; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to or (b) purchase 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 (or, if the Depositor elects, an earlier date) after the date that the Depositor Seller and the Originator 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 have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.4:00 p.m., New York City time on the Business Day immediately preceding such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee all of the Issuer's rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed Sale Agreement (2005-WF1) that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller BANA under the Receivables Purchase Agreement or the Originator under the Originator Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. (2011-A Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.)

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor Seller elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of (x) Fifth Third Holdings, LLC, a Delaware limited liability company (“FTH LLC”) under the Seller Purchase Agreement or (y) the Ohio Bank, under the Receivables Purchase Agreement Sale Agreement) to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement2.3. [Notwithstanding anything herein to the contrary, (i) the Depositor Seller shall only be obligated to pay such Purchase Amount Repurchase Price and repurchase the related Receivable to the extent it receives the Purchase Amount Repurchase Price from the Seller FTH LLC pursuant to Section 3.03 3.3 of the Receivables Purchase Sale Agreement and (ii) FTH LLC shall only be obligated to pay such Repurchase Price to the Seller to the extent it receives the Repurchase Price from the Ohio Bank pursuant to Section 3.3 of the Receivables Sale Agreement.]

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Trusteehereto; provided, that delivery of the Servicer’s Certificate, Certificate which identifies that Receivables are being or have been repurchased, shall be deemed to constitute prompt notice by the Servicer and (if the Issuer Bank is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor Seller elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 [ ] [a.m.], New York City time on such Payment Date, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller Bank under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement2.3. Notwithstanding anything herein to the contrary, the Depositor Seller shall only be obligated to pay such Purchase Amount Repurchase Price and repurchase the related Receivable to the extent it receives the Purchase Amount Repurchase Price from the Seller Bank pursuant to Section 3.03 3.3 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon (a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery by of any party hereto or by an Authorized Officer breach of the Indenture Trustee of a breach of any of the Seller’s representations and warranties set forth made pursuant to Section 3.1(a). If Noteholders representing [five] percent or more of the Outstanding Amount of the [most senior class of] Notes inform the Trust Collateral Agent, by notice in Section 2.2 at writing, of any breach of the time such Seller’s representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholderspursuant to Section 3.1(a), the party discovering such breach Trust Collateral Agent shall give prompt written notice thereof to inform the other parties hereto and to this Agreement in the Indenture 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; provided, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that delivery the Seller repurchase the affected Receivable. As of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 last day of the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach from as of such date. The “second month” shall mean the Issuer on the Payment Date month following the end 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 of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability repurchase 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 Seller shall be at a price equal remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer 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) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (conditions contained herein or to enforce the obligations obligation of AmeriCredit to the Seller under the to repurchase such Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available pursuant to the Issuer and the Indenture TrusteePurchase Agreement. Neither the Owner Trustee Trustee, the Trust Collateral Agent nor the Indenture Trustee will shall have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this AgreementSection. Notwithstanding anything herein In addition to the contrary, the Depositor shall only be obligated to pay such Purchase Amount foregoing and repurchase notwithstanding whether the related Receivable to shall have been purchased by the extent it receives the Purchase Amount from Seller, the Seller pursuant to Section 3.03 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 Receivables Purchase Agreementevents or facts giving rise to such breach.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 2 Sale and Servicing Agreement (2005-B-SS) (Senior/Sub) adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor elects, an earlier date) after the date that the Depositor Seller 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 have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositordate of repurchase. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller COAF under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Depositor of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which (without regard to any knowledge qualifier contained in Schedule I) that materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Depositor and 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 breach materially and adversely affects the interests of the Issuer or the Noteholder in such Receivable, then the Depositor does not shall either (a) correct or cure such breach prior to 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 (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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) 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)Repurchase Price. In consideration for such repurchase, the Depositor shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositordate of repurchase. Upon payment of such 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) Repurchase Price by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Depositor to evidence such release, transfer or assignment or more effectively vest in the Depositor or its designee any Receivable and any related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementIssuer.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. 20 (2005-A Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.)

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. (2011-B Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.)

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. (200[ ]-[ ] Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.) 21

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or VCI of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer VCI and the Issuer Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor VCI hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholder in such Receivable, then VCI shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor VCI elects, an earlier date) after the date that the Depositor VCI became aware or was notified of such breach, then the Depositor VCI 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)breach. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor VCI 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)Repurchase Price. In consideration for such repurchase, the Depositor VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositordate of repurchase. Upon payment of such 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) Repurchase Price by the DepositorVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by VCI to evidence such release, transfer or assignment or more effectively vest in the Depositor VCI or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right obligation of VCI to cause the Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or FTH LLC of a breach of any of the representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor FTH LLC hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then FTH LLC shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Depositor FTH LLC elects, an earlier date) after the date that the Depositor FTH LLC 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor FTH LLC 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)Repurchase Price. In consideration for such repurchase, the Depositor FTH LLC shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorFTH LLC, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by FTH LLC to evidence such release, transfer or assignment or more effectively vest in the Depositor FTH LLC or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of FTH LLC to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Trusteehereto; provided, that delivery of the Servicer’s Certificate, Certificate which identifies that Receivables are being or have been repurchased, repurchased shall be deemed to constitute prompt notice by the Servicer and (if the Issuer Bank is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor Seller elects, an earlier date). Any such breach or failure will not be deemed to not have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 [ ] [a.m.], New York City time on such Payment Date, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller Bank under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement2.3. Notwithstanding anything herein to the contrary, the Depositor Seller shall only be obligated to pay such Purchase Amount Repurchase Price and repurchase the related Receivable to the extent it receives the Purchase Amount Repurchase Price from the Seller Bank pursuant to Section 3.03 3.3 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 3.01 of this Agreement or 3.02 of the Receivables Purchase Agreement at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that a Responsible Officer of the Depositor Seller became aware or was notified of such breach, then the Depositor Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Distribution Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability receipt 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 Seller 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 of such Receivable pursuant to Section 3.3)Receivable. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such 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 Distribution Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller Fifth Third (Michigan) under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy against the Seller respecting such breach available to the Issuer Depositor, the Noteholders, the Certificateholders, the Issuer, the Owner Trustee and the Indenture Trustee; provided that this Section 3.03 shall not limit the right of the Depositor, the Issuer, the Owner Trustee and the Indenture Trustee to enforce (or to cause the Seller to enforce) the obligations of Fifth Third (Michigan) pursuant to the Transfer and Sale Agreement. The obligation of the Seller to repurchase under this Section 3.03 shall not be dependent upon the actual knowledge of the Seller of any breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as to the facts stated therein. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementSection.

Repurchase upon Breach. Upon (a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery by of any party hereto or by an Authorized Officer breach of the Indenture Trustee of a breach of any of the Seller’s representations and warranties set forth in made pursuant to Section 2.2 at the time such representations and warranties were made which 3.1(a) that materially and adversely affects the interests of the Issuer Noteholders in any Receivable. If Noteholders representing [five] percent or more of the NoteholdersOutstanding Amount of the Controlling Class inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the party discovering such breach Trust Collateral Agent shall give prompt written notice thereof to inform the other parties hereto and to this Agreement in the Indenture 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; provided, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that delivery the Seller repurchase the affected Receivable. As of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 last day of the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach from as of such date. The “second month” shall mean the Issuer on the Payment Date month following the end 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 of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability repurchase 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 Seller shall be at a price equal remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer 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) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (conditions contained herein or to enforce the obligations obligation of GM Financial to the Seller under the to repurchase such Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available pursuant to the Issuer and the Indenture TrusteePurchase Agreement. Neither the Owner Trustee Trustee, the Trust Collateral Agent nor the Indenture Trustee will shall have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this AgreementSection. Notwithstanding anything herein In addition to the contrary, the Depositor shall only be obligated to pay such Purchase Amount foregoing and repurchase notwithstanding whether the related Receivable to shall have been purchased by the extent it receives the Purchase Amount from Seller, the Seller pursuant to Section 3.03 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 Receivables Purchase Agreementevents or facts giving rise to such breach.

Repurchase upon Breach. Upon discovery (a) The Bank hereby covenants and agrees that if the Bank discovers or is notified by any party hereto or by an Authorized Officer of the Indenture Trustee of a Requesting Party with a Repurchase Request regarding a breach of any of the Bank’s representations and warranties set forth in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which made, the Bank will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased shall be deemed to constitute prompt written 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 Depositor hereunderBank under this Section 3.3(a). If Following a Repurchase Event, the Depositor does not Bank shall either (a) correct or cure such breach prior to 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 sixtieth (60th) day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank became aware of or was notified of and confirmed 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 not to have a material and adverse effect on the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Notholders to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Bank 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)Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBank, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Bank to evidence such release, transfer or assignment or more effectively vest in the Depositor Bank or its designee any Receivable and the related Bank Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Depositor Bank to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to FTH LLC, the Issuer Depositor, the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon (a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery by of any party hereto or by an Authorized Officer breach of the Indenture Trustee of a breach of any of the Seller’s representations and warranties set forth in made pursuant to Section 2.2 at the time such representations and warranties were made which 3.1(a) that materially and adversely affects the interests of the Issuer Noteholders in any Receivable. If Noteholders representing [five] percent or more of the NoteholdersOutstanding Amount of the Controlling Class inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the party discovering such breach Trust Collateral Agent shall give prompt written notice thereof to inform the other parties hereto and to this Agreement in the Indenture 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; provided, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that delivery the Seller repurchase the affected Receivable. As of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 last day of the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach from as of such date. The “second month” shall mean the Issuer on the Payment Date month following the end 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 of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability repurchase 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 Seller shall be at a price equal remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer 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) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (conditions contained herein or to enforce the obligations obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Seller under Owner Trustee, the Receivables Purchase Agreement to purchase) any Receivable as described above Trust Collateral Agent or the Trustee shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this AgreementSection. Notwithstanding anything herein In addition to the contrary, the Depositor shall only be obligated to pay such Purchase Amount foregoing and repurchase notwithstanding whether the related Receivable to shall have been purchased by the extent it receives the Purchase Amount from Seller, the Seller pursuant to Section 3.03 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 Receivables Purchase Agreementevents or facts giving rise to such breach.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 2.3 with respect to any Receivable at the time such representations and warranties were made which breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.Seller

Repurchase upon Breach. Upon (a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery by of any party hereto or by an Authorized Officer breach of the Indenture Trustee of a breach of any of the Seller’s representations and warranties set forth in made pursuant to Section 2.2 at the time such representations and warranties were made which 3.1(a) that materially and adversely affects the interests of the Issuer Noteholders in any Receivable. If Noteholders representing [five] percent or more of the NoteholdersOutstanding Amount of the [most senior class of] Notes then outstanding inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the party discovering such breach Trust Collateral Agent shall give prompt written notice thereof to inform the other parties hereto and to this Agreement in the Indenture 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; provided, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that delivery the Seller repurchase the affected Receivable. As of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 last day of the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach from as of such date. The “second month” shall mean the Issuer on the Payment Date month following the end 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 of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability repurchase 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 Seller shall be at a price equal remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer 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) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (conditions contained herein or to enforce the obligations obligation of AmeriCredit to the Seller under the to repurchase such Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available pursuant to the Issuer and the Indenture TrusteePurchase Agreement. Neither the Owner Trustee Trustee, the Trust Collateral Agent nor the Indenture Trustee will shall have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this AgreementSection. Notwithstanding anything herein In addition to the contrary, the Depositor shall only be obligated to pay such Purchase Amount foregoing and repurchase notwithstanding whether the related Receivable to shall have been purchased by the extent it receives the Purchase Amount from Seller, the Seller pursuant to Section 3.03 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 Receivables Purchase Agreementevents or facts giving rise to such breach.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or COAF of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor COAF hereunder. If the Depositor does not breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then COAF shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from the Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Depositor elects, an earlier date) after the date that the Depositor COAF 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 have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor COAF 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)Repurchase Price. In consideration for such repurchase, the Depositor COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on the date of such Payment Date, or earlier date, if elected by the Depositorrepurchase. Upon payment of such 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) Repurchase Price by the DepositorCOAF, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by COAF to evidence such release, transfer or assignment or more effectively vest in the Depositor COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Depositor obligation of COAF to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 breach materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, Certificate shall be deemed to constitute prompt notice by the Servicer Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Seller shall either (a) correct or cure such breach prior to 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 (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Datedate of repurchase, or earlier date, if elected by the DepositorSeller. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase repurchase (or to enforce the obligations of the Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Servicer and 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 prior to the 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 have a material and adverse effect if such 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 Depositor shall make (or shall cause to be made) 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 such 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 earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 7.02 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor Seller shall purchase any Receivable materially and adversely affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders from the Issuer on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such 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 Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller COAF under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon (a) (i) The Seller or the Servicer as the case may be, upon the discovery of any breach of this Agreement by any party hereto the Seller or by an Authorized Officer of (ii) [the Backup Servicer,] the Owner Trustee or the Indenture Trustee Trustee, in each case, upon receipt of written notice or actual knowledge of a breach of any of the Seller’s representations and warranties set forth made pursuant to Section 3.1(a), shall inform the other parties to this Agreement promptly, by notice in Section 2.2 at writing. If any Noteholders informs the time such Indenture Trustee, by notice in writing, of any breach of the Seller’s representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholderspursuant to Section 3.1(a), the party discovering such breach Indenture Trustee shall give prompt written notice thereof to inform the other parties hereto and to this Agreement in the manner specified in the preceding sentence on behalf of such Noteholder. Any such notice delivered by the Servicer, the Indenture Trustee; provided, the Trust, the Indenture Trustee, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that delivery the Seller repurchase the affected Receivable. As of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 last day of the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach from as of such date. The “second month” shall mean the Issuer on the Payment Date month following the end 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. In consideration of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability repurchase 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 Seller shall be at a price equal remit, or cause Exeter to remit, to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee[, the Backup Servicer] or the Noteholders with respect to such Receivable a breach of representations and warranties pursuant to Section 3.3). In consideration for such repurchase3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, the Depositor shall make (or shall cause to be made) a payment subject to the Issuer 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) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (conditions contained herein or to enforce the obligations obligation of Exeter to the Seller under the to repurchase such Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available pursuant to the Issuer and the Indenture TrusteePurchase Agreement. Neither the Owner Trustee nor the Indenture Trustee will 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 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 AgreementAgreement or to enforce the repurchase obligations of the Seller. Notwithstanding anything herein In addition to the contrary, the Depositor shall only be obligated to pay such Purchase Amount foregoing and repurchase notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Indenture Trustee, the Owner Trustee[, the Backup Servicer] 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. In the event the Seller is unable to provide such indemnity payments due pursuant to this paragraph to the extent it receives Owner Trustee[,][or] the Purchase Amount from Indenture Trustee [or Backup Servicer], the Seller Owner Trustee[,][and] the Indenture Trustee [and Backup Servicer] shall collect such indemnities amounts pursuant to Section 3.03 5.7(a) hereof or Section 5.6 of the Receivables Purchase AgreementIndenture, as applicable.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized notice to a Responsible Officer of XXXX or the Indenture Trustee Bank of a breach of any of the representations and warranties set forth in Section 2.2 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the NoteholdersCertificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Report which identifies that Receivables are being or have been repurchased, repurchased 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 Depositor Bank hereunder. If the Depositor does not breach materially and adversely affects the interests of XXXX, the Issuer, the Noteholders or the Certificateholders, then the Bank shall either (a) correct or cure such breach prior to or (b) repurchase such Receivable from XXXX (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Depositor Bank elects, an earlier date) after the date that the Depositor Bank 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 not to have a material and adverse effect if such breach or failure does has not affect affected the ability of the Issuer XXXX (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Bank 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)related Repurchase Price. In consideration for such repurchase, the Depositor Bank shall make (or shall cause to be made) a payment to the Issuer XXXX (or its assignee) 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time time, on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorBank, the Issuer and the Indenture Trustee XXXX (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 may be reasonably requested of it by the Bank to evidence such release, transfer or assignment or more effectively vest in the Depositor Bank or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Depositor Bank to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 XXXX (or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreementits assignee).

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Purchaser or COAF of a breach of any of the representations and warranties set forth described in Section 2.2 3.2 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor COAF hereunder. If the Depositor COAF does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor COAF became aware or was notified of such breach, then the Depositor COAF shall purchase any Receivable materially and adversely affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders from the Issuer Purchaser on the Payment Date following the end of such Collection Period (or, if the Depositor elects, an earlier date)Period. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor COAF 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)Repurchase Price. In Purchase Agreement consideration for such repurchase, the Depositor COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser 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) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorCOAF, the Issuer and the Indenture Trustee Purchaser 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 requested of it necessary to vest in the Depositor COAF or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor obligation of COAF to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementPurchaser.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Seller of a breach of any of the representations and warranties set forth in Section 2.2 3.7 with respect to any Receivable 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then the Seller shall either (a) correct or cure such breach prior to 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 sixtieth (60th) day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) to collect, receive and retain timely payment in full on (20[ ]-[ ]) such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementIssuer.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of notice to the Indenture Trustee Issuer or the Seller of a breach of any of the representations and warranties set forth in Section 2.2 3.7 with respect to any Receivable 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 or receiving such notice shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteeparty; provided, that delivery of the a Servicer’s Certificate, Certificate which identifies the Receivables that Receivables are being or have been repurchased, repurchased 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 Depositor Seller hereunder. If the Depositor does not breach materially and adversely affects the interests of the Issuer or the Noteholders, then the Seller shall either (a) correct or cure such breach prior to 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 sixtieth (60th) day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller 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 not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, or earlier then prior to the close of business on the Business Day prior to such repurchase date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably requested of it by the Seller to evidence such release, transfer or assignment or more effectively vest in the Depositor Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations obligation of the Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase AgreementIssuer.

Repurchase upon Breach. Upon (a) The Seller, the Transferor, the Servicer, the Insurer or the Indenture Trustee, as the case may be, shall inform the other parties to this Agreement and the Insurer promptly, in writing, upon the discovery by of any party hereto or by an Authorized Officer breach of the Indenture Trustee of a breach of any of the Seller's representations and warranties set forth in made pursuant to Section 2.2 at the time such representations and warranties were made which materially and adversely affects the interests 3.1 hereof. As 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 last day of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, 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 Depositor hereunder. If the Depositor does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day second (or, if the Depositor Seller so elects, an earlier datethe first) after month following the date that discovery by the Depositor became aware Seller or was notified receipt by the Seller of notice from any of the Servicer, the Insurer or the Indenture Trustee of such breach, then unless such breach is cured by such date, the Depositor Seller shall purchase repurchase from the Trust any Receivable in which the interests of the Noteholders, the Certificateholders or the Insurer are materially and adversely affected by any such breach from as of such date. The "second month" shall mean the Issuer on the Payment Date month following the end 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 of such Collection Period (or, if and simultaneously with the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have repurchase of a material and adverse effect if such 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 Seller shall be at a price equal remit to the Indenture Trustee for deposit to the Collection Account the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect manner specified in Section 5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to such Receivable pursuant to Section 3.3). In consideration for effect such repurchase. The sole remedy of the Transferor, the Depositor shall make (or shall cause to be made) 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 such 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 earlier date, if elected by the Depositor. Upon payment of such 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) by the Depositor, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders or the Insurer with respect to a breach of representations and warranties made pursuant to Section 3.1 hereof shall be the repurchase of Receivables pursuant to this Section. Subject to the conditions contained herein, neither the Owner Trustee, the Issuer and nor the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions 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 obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 3.03 of the Receivables Purchase AgreementSection.

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the representations and warranties set forth in Section 2.2 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 and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, provided that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor 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 (or, if the Depositor elects, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Purchased Amount. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time in accordance with Section 5.04 on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such Purchase Purchased Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the DepositorSeller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it necessary to vest in the Depositor Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this 3.03. 20 (2012-C Sale and Servicing Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.)

Repurchase upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of 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 Issuer, the Note Insurer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and to the Indenture Trusteehereto; 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 Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor Seller hereunder. If the Depositor Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Depositor Seller elects, an earlier date) after the date that the Depositor Seller became aware or was notified of such breach, then the Depositor Seller shall purchase from the Issuer any Receivable materially and adversely affected by such breach from which materially and adversely affects the Issuer interests of the Issuer, the Note Insurer and the Noteholders in such Receivable 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 have a material and adverse effect if such 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 ProceedsPeriod. Any such purchase by the Depositor Seller 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)Repurchase Price. In consideration for such repurchase, the Depositor Seller shall make (or shall cause to be made) 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 such Receivable pursuant to Section 3.3) Repurchase Price by depositing such amount into the Collection Account prior to 11:00 a.m.noon, New York City time on such Payment Date, or earlier date, if elected by the Depositor. Upon payment of such 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) Repurchase Price by the DepositorSeller, the Issuer and Indenture Trustee, on behalf of the Indenture Trustee Secured Parties, 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 requested of it necessary to vest in the Depositor Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Depositor Seller to purchase (or to enforce the obligations of the Seller COAF under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer Issuer, the Note Insurer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement2.3.

Repurchase upon Breach. Upon The Seller, the Servicer, the Insurer or the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery by of any party hereto or by an Authorized Officer breach of the Indenture Trustee of a breach of any of the Seller's representations and warranties set forth in made pursuant to Section 2.2 at 3.1 (without regard to any limitations therein as to the time such representations and warranties were made which materially and adversely affects Seller's knowledge). Unless the interests breach shall have been cured by the last day of the Issuer second Collection Period following the discovery thereof by the Trustee 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 Insurer or have been repurchased, shall be deemed to constitute prompt notice receipt by the Servicer Trustee and the Issuer Insurer of such breach; provided, further, that notice from the failure to give such notice shall not affect any obligation of Seller or the Depositor hereunder. If the Depositor does not correct or cure such breach prior to the 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 Servicer of such breach, then the Depositor Seller shall purchase repurchase any Receivable if the value of such Receivable is materially and adversely affected by such the breach from as of the Issuer on the Payment Date following the end last day of such second Collection Period (or, if at the Depositor electsSeller's option, an earlier date). Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability last day of the Issuer to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by first Collection Period following 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 3.3discovery). In consideration for such repurchaseof the purchase of any Receivable, the Depositor Seller shall make (remit the Purchase Amount, in the manner specified in SECTION 5.6. The sole remedy of the Purchaser, the Trustee, the Noteholders or the Insurer with respect to a breach of representations and warranties pursuant to Section 3.1 shall cause be to enforce the Seller's obligation to purchase such Receivables; PROVIDED, HOWEVER, that the Seller shall indemnify the Trustee, the Standby Servicer, the Collateral Agent, the Insurer, the Purchaser, the Initial Note Purchaser and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be made) asserted against or incurred by any of them as a payment result of third party claims arising out of the events or facts giving rise to the Issuer equal to such breach. Upon receipt of the Purchase Amount (less in respect of any Liquidation Proceeds deposited, or to be deposited, in Defective Receivables and written instructions from the Collection Account with respect to such 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 earlier date, if elected by the Depositor. Upon payment of such 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) by the DepositorServicer, the Issuer and the Indenture Trustee shall release to the Seller or its designee the related Receivables File and shall execute and deliver such all reasonable instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably requested of it are prepared by the Seller and delivered to the Trustee and necessary to vest in the Depositor Seller or its such designee any Receivable repurchased pursuant hereto. It is understood and agreed that title to such Defective Receivables including a Trustee's Certificate in the right to cause the Depositor to purchase (or to enforce the obligations form of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the 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 pursuant to Section 3.03 of the Receivables Purchase Agreement.EXHIBIT E.