Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Servicer or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller Servicer in Section 3.12.2, provided that the failure to give such notice shall not affect any obligation of SellerThe Servicer. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller Servicer elects, the 30th day) after the date on which Seller Servicer becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer Trustee and the Holders in any Receivable, Seller Servicer shall repurchase purchase each such affected Receivable from Issuer Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller Servicer shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.44.4. The sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller Servicer pursuant to Section 3.1 2.2 shall be to require Seller Servicer to repurchase purchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Seller or Owner TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, . Seller shall repurchase each such affected Receivable from Issuer Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 3.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 3.2 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. SellerCompass Auto, ServicerCompany or any assignee, Indenture Trustee transferee or Owner Trusteedesignee of Company, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller Compass Auto in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of SellerCompass Auto. If the breach or failure shall not have been cured by the last day of the Collection Period in which includes the 60th day (or if Seller Compass Auto elects, the 30th day) occurs after the date on which Seller Compass Auto becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Company of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any ReceivableNoteholders, Seller Compass Auto shall repurchase each such affected Receivable from Issuer Company as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller Compass Auto shall remit (unless otherwise directed by Company in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in into the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Company with respect to a breach or failure to be true of the representations or warranties made by Seller Compass Auto pursuant to Section 3.1 3.2 shall be to require Seller Compass Auto to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, the Servicer, Indenture Trustee or Owner the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations warranties (including in the case of Sections 2.2(iii), (ix) and (xix) any breach or warranties failure which would have occurred if such warranty had not been made to the best knowledge of the Seller) made by the Seller in pursuant to Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller2.2 or Section 2.3. If Unless the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which the Seller becomes aware of, or receives written notice from Owner Trustee, Indenture the Trustee or the Servicer of, such breach or failure, the Seller shall repurchase from the Trust, without recourse, representation or warranty, other than that the Trustee, on behalf of the Trust, has not imposed any liens on the Receivable to be repurchased, any Receivable, the interests of the Trust and such breach or failure the Certificateholders in which is materially and adversely affects affected by the interests of Issuer and breach or failure, on the Holders in any Receivable, Seller Deposit Date related to such Collection Period. Such purchase shall repurchase each such affected Receivable from Issuer occur as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such Any breach or failure with respect of a representation relating to the representations and warranties contained in Section 3.1 will not status of a Receivable as a Simple Interest Receivable or the Contract Rate of a Receivable shall be deemed to have such a material materially and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not adversely affect the ability of Issuer to receive and retain payment in full on such ReceivableCertificateholders. In consideration of the repurchase of a Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business (New York time) on the next applicable Deposit Date, in the manner specified in Section 5.44.3(b). The Except as provided in Section 7.2, the sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders Certificateholders with respect to a breach or failure to be true of the representations or warranties made by the Seller pursuant to Section 3.1 2.2 or Section 2.3 shall be to require the Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Servicer or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.12.2, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer Trustee and the Holders in any Receivable, Seller shall repurchase purchase each such affected Receivable from Issuer Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.44.4. The sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 2.2 shall be to require Seller to repurchase purchase Receivables pursuant to this SectionSection 2.4.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase purchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase purchase Receivables pursuant to this SectionSection 3.3.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Servicer or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.12.2, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer Trustee and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.44.4. The sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 2.2 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, Servicer, Indenture Trustee the Servicer or Owner Trusteethe Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the Seller’s representations or and warranties made by Seller pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in Section 3.1any Receivable; provided, provided that the failure delivery of the Servicer’s Certificate pursuant to give Section 4.08 shall be deemed to constitute prompt written notice by the Servicer of such notice shall not affect any obligation of Sellerbreach. If Unless the breach or failure shall not have been cured by the last day of the second Collection Period following the Collection Period in which includes such discovery occurred (or, at the 60th day (or if Seller electsSeller’s election, the 30th day) after last day of the date on which first Collection Period following such Collection Period), the Seller becomes aware of, shall be obligated (whether or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, not such breach or failurewas known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such last day. Any such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunderthe Receivables, the Seller shall remit (or cause to be remitted) the Warranty Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, Payment in the manner specified in Section 5.45.05. The sole remedy of Issuer, the Owner TrusteeTrust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or the Holders any Securityholder with respect to a breach or failure to be true of the Seller’s representations or and warranties made by Seller pursuant to Section 3.1 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, Servicer, Indenture Trustee the Servicer or Owner Trusteethe Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the Seller’s representations or and warranties made by Seller pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in Section 3.1any Receivable; provided, provided that the failure delivery of the Servicer’s Certificate pursuant to give Section 4.08 shall be deemed to constitute prompt written notice by the Servicer of such notice shall not affect any obligation of Sellerbreach. If Unless the breach or failure shall not have been cured by the last day of the second Collection Period following the Collection Period in which includes such discovery occurred (or, at the 60th day (or if Seller electsSeller’s election, the 30th day) after last day of the date on which first Collection Period following such Collection Period), the Seller becomes aware of, shall be obligated (whether or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, not such breach or failurewas known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such last day. Any such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunderthe Receivables, the Seller shall remit (or cause to be remitted) the Warranty Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, Payment in the manner specified in Section 5.45.05. The sole remedy of Issuer, the Owner TrusteeTrust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or the Holders any Securityholder with respect to a breach or failure to be true of the Seller’s representations or and warranties made by Seller pursuant to Section 3.1 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section.Section 3.02. 30 (Nissan 2014-B Sale and Servicing Agreement)

Repurchase upon Breach. Seller, Servicer, Indenture Trustee The Transferor or Owner Trusteethe Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller the Transferor in Section 3.1, 3.3; provided that the failure to give such notice shall not affect any obligation of Sellerthe Transferor. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller the Transferor elects, the 30th an earlier day) after the date on which Seller the Transferor becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee the Purchaser or Servicer an assignee from the Purchaser or an assignee from of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer and the Holders in any Receivable, Seller the Transferor shall repurchase each such affected Receivable from Issuer the Purchaser, or its successors or assigns, as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 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 do not affect the ability of Issuer the Purchaser, or its successors or assigns, to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller the Transferor shall remit (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.45.4 of the Sale and Servicing Agreement. Upon the payment of such purchase price by the Transferor, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Transferor or its designee any Receivable repurchased pursuant hereto. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee Purchaser and its successor or the Holders assigns with respect to a breach or failure to be true of the representations or warranties made by Seller the Transferor pursuant to Section 3.1 3.3, shall be to require Seller the Transferor to repurchase Receivables pursuant to this SectionSection 3.4.

Repurchase upon Breach. The applicable Seller, ServicerPurchaser or assignee, Indenture Trustee transferee or Owner Trusteedesignee of Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by such Seller in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of such Seller. If the breach or failure shall not have been cured by the last day of the Collection Period in which includes the 60th day (or if such Seller elects, the 30th day) occurs after the date on which such Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any ReceivableNoteholders, the applicable Seller shall repurchase each such affected Receivable from Issuer Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, the applicable Seller shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in into the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by a Seller pursuant to Section 3.1 3.2 shall be to require such Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Seller or Owner TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or or, if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 3.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or and warranties made by Seller pursuant to Section 3.1 3.2 shall be to require Seller to repurchase Receivables pursuant to this SectionSection 3.3.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Servicer or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) 24 30 of any breach or failure to be true of the representations or warranties made by Seller in Section 3.12.2, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer Trustee and the Holders in any Receivable, Seller shall repurchase purchase each such affected Receivable from Issuer Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.44.4. The sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 2.2 shall be to require Seller to repurchase purchase Receivables pursuant to this SectionSection 2.4.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Seller or Owner TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, . Seller shall repurchase each such affected Receivable from Issuer Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 3.2 will not be deemed to PURCHASE AGREEMENT have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 3.2 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Seller or Owner TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th PURCHASE AGREEMENT day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, . Seller shall repurchase each such affected Receivable from Issuer Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 3.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 3.2 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, provided that the failure to give such notice shall not affect SALE AND SERVICING AGREEMENT 6 any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.45.3. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase purchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Seller or Owner TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, . Seller shall repurchase each such affected Receivable from Issuer Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 3.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Purchaser with respect to a breach or failure to 9 PURCHASE AGREEMENT be true of the representations or warranties made by Seller pursuant to Section 3.1 3.2 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Servicer or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller The Servicer in Section 3.12.2, provided that the failure to give such notice shall not affect any obligation of SellerThe Servicer. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller The Servicer elects, the 30th day) after the date on which Seller The Servicer becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer Trustee and the Holders in any Receivable, Seller The Servicer shall repurchase purchase each such affected Receivable from Issuer Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller The Servicer shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.44.4. The sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller The Servicer pursuant to Section 3.1 2.2 shall be to require Seller The Servicer to repurchase purchase Receivables pursuant to this Section.

Repurchase upon Breach. (a) Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by a First Security Originator in SECTION 7(B) of the First Security Sale Agreement or in Section 3.1 or made by Seller in Section SECTION 3.1, provided that the failure to give such notice shall not affect any obligation of a First Security Originator or Seller, as applicable. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase (or cause another entity to repurchase) each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section SECTION 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. Seller shall repurchase any Receivable for which a loss resulted solely as a result of a missing document in the Receivable File with respect to each Receivable listed on Schedule C hereto. In consideration of the repurchase of a Receivable hereunder, Seller shall remit (or cause to be remitted) the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section SECTION 5.4. The sole remedy (except as provided in SECTION 4.2 of the Purchase Agreement and SECTION 6.3 of this Agreement) of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by a First Security Originator in SECTION 7(B) of the First Security Sale Agreement or in Section 3.1 or made by Seller pursuant to Section in SECTION 3.1 shall be to require Seller to repurchase (or cause another entity to repurchase) Receivables pursuant to this Section; PROVIDED, THAT this Section shall not limit the right of the Servicer, Owner Trustee or Indenture Trustee to enforce (or cause Seller to enforce) the obligation of a First Security Originator pursuant to the First Security Sale Agreement. (b) With respect to all Receivables repurchased pursuant to this SECTION 3.2, Issuer shall assign to Seller (or the entity designated by Seller), without recourse, all of Issuer's right, title and interest in and to such Receivables and all security and documents relating thereto and Indenture Trustee shall deliver an appropriate release of security interest or other claim with respect to such Receivables and all security and documents relating thereto. (c) Each First Security Originator hereby acknowledges that a breach of its representations and warranties in SECTION 3.1 shall subject it to the repurchase obligations set forth in Section 7(d)(2) of the First Security Sale Agreement.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee The Transferor or Owner Trusteethe Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller the Transferor in Section 3.1, 3.3; provided that the failure to give such notice shall not affect any obligation of Sellerthe Transferor. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller the Transferor elects, the 30th an earlier day) after the date on which Seller the Transferor becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer and the Holders in any Receivable, Seller the Transferor shall repurchase each such affected Receivable from Issuer the Purchaser, or its successors or assigns, as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 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 do not affect the ability of Issuer the Purchaser, or its successors or assigns, to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller the Transferor shall remit (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.45.4 of the Sale and Servicing Agreement. Upon the payment of such purchase price by the Transferor, the 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 necessary to vest in the Transferor or its designee any Receivable repurchased pursuant hereto. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee Purchaser and its successor or the Holders assigns with respect to a breach or failure to be true of the representations or warranties made by Seller the Transferor pursuant to Section 3.1 3.3, shall be to require Seller the Transferor to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, the Servicer, Indenture the ---------------------- Owner Trustee or Owner the Indenture Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the actual discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations warranties (including in the case of Sections 2.2(iii), (ix) and (xx) any breach or warranties failure which would have occurred if such warranty had not been made to the best knowledge of the Seller) made by the Seller in pursuant to Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller2.2 or Section 2.3. If Unless the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th 30th day (or if Seller elects, the 30th day) after the date on which the Seller becomes aware of, or receives written notice from the Owner Trustee, the Indenture Trustee or the Servicer of, such breach or failure, the Seller shall repurchase from the Trust, without recourse, representation or warranty, other than that the Owner Trustee, on behalf of the Trust, has not imposed any liens on the Receivable to be repurchased, any Receivable, the interests of the Trust and the Securityholders in which is materially and adversely affected by such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller failure. Such purchase shall repurchase each such affected Receivable from Issuer occur as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Seller shall remit the Purchase Repurchase Amount of such Receivable, no later than the close of business (New York time) on the next applicable Deposit Date, in the manner specified in Section 5.44.3(b). The Any breach of a representation relating to the status of a Receivable as a Simple Interest Receivable or the Contract Rate of a Receivable shall be deemed to materially and adversely affect the Securityholders. Except as provided in Section 5.2, the sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee Trustee, or the Holders Securityholders with respect to a breach or failure to be true of the representations or -28- warranties made by the Seller pursuant to Section 3.1 2.2 or Section 2.3 shall be to require the Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. SellerServicer, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller Servicer in Section 3.1, provided that the failure to give such notice shall not affect any obligation of SellerServicer. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller Servicer elects, the 30th day) after the date on which Seller Servicer becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller Servicer shall repurchase purchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller Servicer shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller Servicer pursuant to Section 3.1 shall be to require Seller to repurchase purchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, the Servicer, Indenture the Owner Trustee or Owner the Indenture Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations warranties (including in the case of Sections 2.2(iii), (ix) and (xx) any breach or warranties failure which would have occurred if such warranty had not been made to the best knowledge of the Seller) made by the Seller in pursuant to Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller2.2 or Section 2.3. If Unless the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which the Seller becomes aware of, or receives written notice from the Owner Trustee, the Indenture Trustee or the Servicer of, such breach or failure, the Seller shall repurchase from the Trust, without recourse, representation or warranty, other than that the Owner Trustee, on behalf of the Trust, has not imposed any liens on the Receivable to be repurchased, any Receivable, the interests of the Trust and the Securityholders in which is materially and adversely affected by such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller failure. Such purchase shall repurchase each such affected Receivable from Issuer occur as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, the Seller shall remit the Purchase Repurchase Amount of such Receivable, no later than the close of business (New York time) on the next applicable Deposit Date, in the manner specified in Section 5.44.3(b). The Any breach of a representation relating to the status of a Receivable as a Simple Interest Receivable or the Contract Rate of a Receivable shall be deemed to materially and adversely affect the Securityholders. Except as provided in Section 6.2, the sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee Trustee, or the Holders Securityholders with respect to a breach or failure to be true of the representations or warranties made by the Seller pursuant to Section 3.1 2.2 or Section 2.3 shall be to require the Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties 7 SALE AND SERVICING AGREEMENT contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, the Servicer, Indenture Trustee or Owner the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations warranties (including in the case of Sections 2.2(iii), (ix) and (xix) any breach or warranties failure which would have occurred if such warranty had not been made to the best knowledge of the Seller) made by the Seller in pursuant to Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller2.2 or Section 2.3. If Unless the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which the Seller becomes aware of, or receives written notice from Owner Trustee, Indenture the Trustee or the Servicer of, such breach or failure, the Seller shall repurchase from the Trustee any Receivable, the interests of the Trust and such breach or failure the Certificateholders in which is materially and adversely affects affected by the interests of Issuer and breach or failure, on the Holders in any Receivable, Seller Deposit Date related to such Collection Period. Such purchase shall repurchase each such affected Receivable from Issuer occur as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such Any breach or failure with respect of a representation relating to the representations and warranties contained in Section 3.1 will not status of a Receivable as a Simple Interest Receivable or the Contract Rate of a Receivable shall be deemed to have such a material materially and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not adversely affect the ability of Issuer to receive and retain payment in full on such ReceivableCertificateholders. In consideration of the repurchase of a Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business (New York time) on the next applicable Deposit Date, in the manner specified in Section 5.44.3(b). The Except as provided in Section 7.2, the sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders Certificateholders with respect to a breach or failure to be true of the representations or warranties made by the Seller pursuant to Section 3.1 2.2 or Section 2.3 shall be to require the Seller to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Wellx Xxxgo or Owner TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller Wellx Xxxgo in Section 3.1, 3.3; provided that the failure to give such notice shall not affect any obligation of SellerWellx Xxxgo. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller Wellx Xxxgo becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any ReceivableRECEIVABLE, Seller Wellx Xxxgo shall repurchase each such affected Receivable from Issuer Purchaser, or its successors or assigns as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 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 do not affect the ability of Issuer Purchaser, or its successors or assigns, to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller Wellx Xxxgo shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.45.4 of the Sale and Servicing Agreement. The sole remedy (except 9 12 as provided in Section 4.2) of IssuerPurchaser, the Owner Trustee, the Indenture Trustee or the Holders its successors or assigns with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 3.3 shall be to require Seller Wellx Xxxgo to repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Seller or Owner TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, 3.2; provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, . Seller shall repurchase each such affected Receivable from Issuer Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 3.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller shall remit (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4Collection Account. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 3.2 shall be to require Seller to repurchase Receivables pursuant to this Section.. PURCHASE AGREEMENT

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase Receivables pursuant to this Section.SALE AND SERVICING AGREEMENT

Repurchase upon Breach. Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Bank One, National Association in Section 3.3 of the Purchase Agreement or made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of Bank One, National Association or Seller. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller elects, the 30th an earlier day) after the date on which Seller becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account, and, with respect to breaches of any representation or warranty made by Bank One, National Association in Section 3.3 of the Purchase Agreement, Seller shall enforce the obligation of Bank One, National Association under the Purchase Agreement to purchase the affected Receivables. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy (except as provided in Section 4.2 of the Purchase Agreement and Section 6.3 of this Agreement) of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 3.1 shall be to require Seller to repurchase Receivables pursuant to this Section; provided that this Section shall not limit the right of the Servicer, Owner Trustee or Indenture Trustee to enforce (or to cause Seller to enforce) the obligation of Bank One, National Association pursuant to the Purchase Agreement. With respect to all Receivables repurchased pursuant to this Section 3.2, Issuer shall assign to Bank One, National Association or Seller, as applicable, without recourse, all of Issuer’s right, title and interest in and to such Receivables and all other Trust Property, security and documents, relating solely to such Receivable.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee Servicer or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller the Servicer in Section 3.12.2, provided that the failure to give such notice shall not affect any obligation of Sellerthe Servicer. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller the Servicer elects, the 30th day) after the date on which Seller the Servicer becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Issuer Trustee and the Holders in any Receivable, Seller the Servicer shall repurchase purchase each such affected Receivable from Issuer Trustee as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Seller the Servicer shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.44.4. The sole remedy of Issuerthe Trust, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller the Servicer pursuant to Section 3.1 2.2 shall be to require Seller the Servicer to repurchase purchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer, Indenture Trustee The Transferor or Owner Trusteethe Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Seller the Transferor in Section 3.1, 3.3; provided that the failure to give such notice shall not affect any obligation of Sellerthe Transferor. If the breach or failure shall not have been cured by the last day of the Collection Period which includes the 60th day (or if Seller the Transferor elects, the 30th an earlier day) after the date on which Seller the Transferor becomes aware of, or receives written notice from Owner Trustee, Indenture Trustee or Servicer the Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer and the Holders in any Receivable, Seller the Transferor shall repurchase each such affected Receivable from Issuer the Purchaser, or its successors or assigns, as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 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 do not affect the ability of Issuer the Purchaser, or its successors or assigns, to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Seller the Transferor shall remit (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.45.4 of the Sale and Servicing Agreement. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee Purchaser and its successor or the Holders assigns with respect to a breach or failure to be true of the representations or warranties made by Seller the Transferor pursuant to Section 3.1 3.3, shall be to require Seller the Transferor to repurchase Receivables pursuant to this Section.