Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer in Section 2.2, provided that the failure to give such notice shall not affect any obligation of The 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 Servicer elects, the 30th day) after the date on which Servicer becomes aware of, or receives written notice from Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Servicer shall purchase each such affected Receivable from 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, 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 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer pursuant to Section 2.2 shall be to require Servicer to purchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer 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 Servicer Seller in Section 2.23.1, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.45.4. The sole remedy of Issuer, the TrustOwner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.1 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer Seller or TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any Receivable, Servicer . Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.2 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer 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 Servicer Seller in Section 2.23.1, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.45.4. The sole remedy of Issuer, the TrustOwner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.1 shall be to require Servicer Seller to purchase Receivables pursuant to this SectionSection 3.3.

Repurchase upon Breach. Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Servicer Seller shall purchase each such affected Receivable from 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 shall be to require Servicer Seller to purchase Receivables pursuant to this SectionSection 2.4.

Repurchase upon Breach. Seller, Servicer Seller or TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or and warranties made by Servicer Seller pursuant to Section 2.2 3.2 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this SectionSection 3.3.

Repurchase upon Breach. The Seller, the Servicer or 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 of any breach or failure to be true of the Seller’s representations or and warranties made by Servicer pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in Section 2.2any 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 The Servicerbreach. 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 Servicer electsSeller’s election, the 30th day) after last day of the date on which Servicer becomes aware offirst Collection Period following such Collection Period), the Seller shall be obligated (whether or receives written notice from Trustee or the 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 Trustee and the Holders in any Receivable, Servicer shall purchase each such affected Receivable from 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 2.2 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 Trust Issuer to receive and retain timely payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunderthe Receivables, Servicer 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 4.45.05. The sole remedy of the Trust, 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 Servicer pursuant to Section 2.2 3.01, shall be to require Servicer the Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The applicable Seller, Servicer Purchaser or Trusteeassignee, transferee or designee of Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer such Seller in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The Servicersuch 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 Servicer such Seller elects, the 30th day) occurs after the date on which Servicer such Seller becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any ReceivableNoteholders, Servicer the applicable Seller shall purchase repurchase each such affected Receivable from Trustee 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Servicer a Seller pursuant to Section 2.2 3.2 shall be to require Servicer such Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, Servicer the Servicer, or the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery 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 Servicer in the Seller pursuant to Section 2.2, provided that the failure to give such notice shall not affect any obligation of The Servicer2.2 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 Servicer elects, the 30th day) after the date on which Servicer the Seller becomes aware of, or receives written notice from 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 Trustee and breach or failure, on the Holders in any Receivable, Servicer Deposit Date related to such Collection Period. Such purchase shall purchase each such affected Receivable from Trustee 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 2.2 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 the Trust to receive and retain payment in full on such ReceivableCertificateholders. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.44.3(b). The Except as provided in Section 7.2, the sole remedy of the Trust, Trustee the Trustee, or the Holders Certificateholders with respect to a breach or failure to be true of the representations or warranties made by Servicer the Seller pursuant to Section 2.2 or Section 2.3 shall be to require Servicer the Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, the Servicer or 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 of any breach or failure to be true of the Seller’s representations or and warranties made by Servicer pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in Section 2.2any 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 The Servicerbreach. 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 Servicer electsSeller’s election, the 30th day) after last day of the date on which Servicer becomes aware offirst Collection Period following such Collection Period), the Seller shall be obligated (whether or receives written notice from Trustee or the 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 Trustee and the Holders in any Receivable, Servicer shall purchase each such affected Receivable from 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 2.2 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 Trust Issuer to receive and retain timely payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunderthe Receivables, Servicer 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 4.45.05. The sole remedy of the Trust, 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 Servicer pursuant to Section 2.2 3.01, shall be to require Servicer the Seller to purchase repurchase Receivables pursuant to this Section.Section 3.02. 30 (Nissan 2014-B Sale and Servicing Agreement)

Repurchase upon Breach. SellerCompass Auto, Servicer Company or Trusteeany assignee, transferee or designee of Company, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Compass Auto in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The ServicerCompass 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 Servicer Compass Auto elects, the 30th day) occurs after the date on which Servicer Compass Auto becomes aware of, or receives written notice from Trustee or the Servicer Company of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any ReceivableNoteholders, Servicer Compass Auto shall purchase repurchase each such affected Receivable from Trustee 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, Trustee or the Holders Company with respect to a breach or failure to be true of the representations or warranties made by Servicer Compass Auto pursuant to Section 2.2 3.2 shall be to require Servicer Compass Auto to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Servicer Seller shall purchase repurchase each such affected Receivable from 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer The Transferor or Trusteethe Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer the Transferor in Section 2.2, 3.3; provided that the failure to give such notice shall not affect any obligation of The Servicerthe 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 Servicer the Transferor elects, the 30th an earlier day) after the date on which Servicer the Transferor becomes aware of, or receives written notice from Trustee the Purchaser or an assignee from the Servicer Purchaser or an assignee from of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee the Issuer and the Holders in any Receivable, Servicer the Transferor shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust 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, Servicer 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 4.45.4 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 the Trust, 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 Servicer the Transferor pursuant to Section 2.2 3.3, shall be to require Servicer the Transferor to purchase repurchase Receivables pursuant to this SectionSection 3.4.

Repurchase upon Breach. Seller, Servicer The Transferor or Trusteethe Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer the Transferor in Section 2.2, 3.3; provided that the failure to give such notice shall not affect any obligation of The Servicerthe 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 Servicer the Transferor elects, the 30th an earlier day) after the date on which Servicer the Transferor becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee the Issuer and the Holders in any Receivable, Servicer the Transferor shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust 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, Servicer 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 4.45.4 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 the Trust, 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 Servicer the Transferor pursuant to Section 2.2 3.3, shall be to require Servicer the Transferor to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, Servicer the Servicer, the ---------------------- Owner Trustee or the Indenture Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the actual discovery 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 Servicer in the Seller pursuant to Section 2.2, provided that the failure to give such notice shall not affect any obligation of The Servicer2.2 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 Servicer elects, the 30th day) after the date on which Servicer 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 Trustee and the Holders in any Receivable, Servicer failure. Such purchase shall purchase each such affected Receivable from Trustee 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.44.3(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 the Trust, Trustee the Owner Trustee, the Indenture Trustee, or the Holders Securityholders with respect to a breach or failure to be true of the representations or -28- warranties made by Servicer the Seller pursuant to Section 2.2 or Section 2.3 shall be to require Servicer the Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. SellerServicer, Servicer 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 Servicer in Section 2.23.1, provided that the failure to give such notice shall not affect any obligation of The 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 Servicer elects, the 30th day) after the date on which 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 Trustee Issuer and the Holders in any Receivable, Servicer shall purchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, 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 4.45.4. The sole remedy of Issuer, the TrustOwner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer pursuant to Section 2.2 3.1 shall be to require Servicer Seller to purchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer 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 of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.23.1, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.45.4. The sole remedy of Issuer, the TrustOwner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.1 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by The Servicer in Section 2.2, provided that the failure to give such notice shall not affect any obligation of The 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 The Servicer elects, the 30th day) after the date on which The Servicer becomes aware of, or receives written notice from Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, The Servicer shall purchase each such affected Receivable from 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, 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 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by The Servicer pursuant to Section 2.2 shall be to require The Servicer to purchase Receivables pursuant to this Section.

Repurchase upon Breach. (a) Seller, Servicer 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 Servicer a First Security Originator in SECTION 7(B) of the First Security Sale Agreement or in Section 2.23.1 or made by Seller in SECTION 3.1, provided that the failure to give such notice shall not affect any obligation of The Servicera 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase repurchase (or cause another entity to repurchase) each such affected Receivable from Trustee 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 2.2 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 the Trust 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, Servicer 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 4.4SECTION 5.4. The sole remedy (except as provided in SECTION 4.2 of the TrustPurchase 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 Servicer pursuant to a First Security Originator in SECTION 7(B) of the First Security Sale Agreement or in Section 2.2 3.1 or made by Seller in SECTION 3.1 shall be to require Servicer Seller to purchase 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 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 Servicer Seller in Section 2.23.1, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer pursuant to Section 2.2 shall be to require Servicer to purchase Receivables pursuant to this Section5.4.

Repurchase upon Breach. Seller, Servicer 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 Servicer Seller in Section 2.23.1, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.45.4. The sole remedy of Issuer, the TrustOwner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.1 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer Seller or TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any Receivable, Servicer . Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, 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 Servicer Seller pursuant to Section 2.2 3.2 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, Servicer the Servicer, the Owner Trustee or the Indenture Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery 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 Servicer in the Seller pursuant to Section 2.2, provided that the failure to give such notice shall not affect any obligation of The Servicer2.2 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 Servicer elects, the 30th day) after the date on which Servicer 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 Trustee and the Holders in any Receivable, Servicer failure. Such purchase shall purchase each such affected Receivable from Trustee 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.44.3(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 the Trust, Trustee the Owner Trustee, the Indenture Trustee, or the Holders Securityholders with respect to a breach or failure to be true of the representations or warranties made by Servicer the Seller pursuant to Section 2.2 or Section 2.3 shall be to require Servicer the Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer Wellx Xxxgo or TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Wellx Xxxgo in Section 2.2, 3.3; provided that the failure to give such notice shall not affect any obligation of The ServicerWellx 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 Servicer Seller elects, the 30th day) after the date on which Servicer Wellx Xxxgo becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any ReceivableRECEIVABLE, Servicer Wellx Xxxgo shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust 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, Servicer 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 4.45.4 of the Sale and Servicing Agreement. The sole remedy (except 9 12 as provided in Section 4.2) of the TrustPurchaser, 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 Servicer Seller pursuant to Section 2.2 3.3 shall be to require Servicer Wellx Xxxgo to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery 24 30 of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Servicer Seller shall purchase each such affected Receivable from 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 shall be to require Servicer Seller to purchase Receivables pursuant to this SectionSection 2.4.

Repurchase upon Breach. Seller, Servicer Seller or TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any Receivable, Servicer . Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.2 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer or Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Servicer in Section 2.2, provided that the failure to give such notice shall not affect any obligation of The the 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 the Servicer elects, the 30th day) after the date on which the Servicer becomes aware of, or receives written notice from Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, the Servicer shall purchase each such affected Receivable from 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 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 the Trust to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, 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 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by the Servicer pursuant to Section 2.2 shall be to require the Servicer to purchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer The Transferor or Trusteethe Purchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer the Transferor in Section 2.2, 3.3; provided that the failure to give such notice shall not affect any obligation of The Servicerthe 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 Servicer the Transferor elects, the 30th an earlier day) after the date on which Servicer the Transferor becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee the Issuer and the Holders in any Receivable, Servicer the Transferor shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust 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, Servicer 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 4.45.4 of the Sale and Servicing Agreement. The sole remedy of the Trust, 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 Servicer the Transferor pursuant to Section 2.2 3.3, shall be to require Servicer the Transferor to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. The Seller, Servicer the Servicer, or the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery 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 Servicer in the Seller pursuant to Section 2.2, provided that the failure to give such notice shall not affect any obligation of The Servicer2.2 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 Servicer elects, the 30th day) after the date on which Servicer the Seller becomes aware of, or receives written notice from 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 Trustee and breach or failure, on the Holders in any Receivable, Servicer Deposit Date related to such Collection Period. Such purchase shall purchase each such affected Receivable from Trustee 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 2.2 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 the Trust to receive and retain payment in full on such ReceivableCertificateholders. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.44.3(b). The Except as provided in Section 7.2, the sole remedy of the Trust, Trustee the Trustee, or the Holders Certificateholders with respect to a breach or failure to be true of the representations or warranties made by Servicer the Seller pursuant to Section 2.2 or Section 2.3 shall be to require Servicer the Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer Seller or TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any Receivable, Servicer . Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.2 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.. PURCHASE AGREEMENT

Repurchase upon Breach. Seller, Servicer Seller or TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by Servicer Seller in Section 2.2, 3.2; provided that the failure to give such notice shall not affect any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller becomes aware of, or receives written notice from Trustee or the Servicer Purchaser of, such breach or failure, and such breach or failure materially and adversely affects the interests of Trustee Issuer and the Holders in any Receivable, Servicer . Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase purchase of a Receivable hereunder, Servicer 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 4.4Collection Account. The sole remedy of the Trust, Trustee or the Holders Purchaser with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.2 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.

Repurchase upon Breach. Seller, Servicer 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 Servicer Bank One, National Association in Section 2.23.3 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 The ServicerBank 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 Servicer Seller elects, the 30th an earlier day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.45.4. The sole remedy (except as provided in Section 4.2 of the TrustPurchase 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 Servicer Seller pursuant to Section 2.2 3.1 shall be to require Servicer Seller to purchase 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 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 Servicer Seller in Section 2.23.1, provided that the failure to give such notice shall not affect SALE AND SERVICING AGREEMENT 6 any obligation of The ServicerSeller. 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 Servicer Seller elects, the 30th day) after the date on which Servicer Seller 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 Trustee Issuer and the Holders in any Receivable, Servicer Seller shall purchase repurchase each such affected Receivable from Trustee 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 2.2 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 the Trust Issuer to receive and retain payment in full on such Receivable. In consideration of the repurchase of a Receivable hereunder, Servicer 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 4.45.3. The sole remedy of Issuer, the TrustOwner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer Seller pursuant to Section 2.2 3.1 shall be to require Servicer Seller to purchase repurchase Receivables pursuant to this Section.