Common use of Repurchases of Contracts for Breach of Representations and Warranties Clause in Contracts

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. (a) The Seller hereby agrees, for the benefit of the IssuerTrust, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase the related Purchase Price, not later than two (2) Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from the Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of the Seller set forth in Article III of this Agreement that materially adversely affects the Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, the Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account Account, not later than one Business Day prior to such Distribution Date Date, cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by the Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or and in the related Contract Assets. (b) If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two (2) Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of the Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. (a) Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. (b) If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee Trustees and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s 's or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; and provided further PROVIDED FURTHER that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further PROVIDED FURTHER that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts), or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. (a) The Seller hereby agrees, for the benefit of the IssuerTrust, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase the related Purchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from the Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of the Seller set forth in Article III of this Agreement that materially adversely affects the Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, the Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account Account, not later than one Business Day prior to such Distribution Date Date, cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by the Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or and in the related Contract Assets. (b) If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of the Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. (a) Seller hereby agrees, for the benefit of the IssuerTrust, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account Account, not later than one Business Day prior to such Distribution Date Date, cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or and in the related Contract Assets. (b) If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for Upon a discovery by the benefit of the IssuerServicer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware Depositor or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any a breach of a representation or warranty of the Seller as set forth in Article III of this EXHIBIT J hereto or as made in any Subsequent Purchase Agreement relating to Subsequent Contracts that materially adversely affects Trust Depositor’s or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) ), the party discovering the breach shall give prompt written notice to the other parties; PROVIDED, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Seller of any of such representations or warranties. The Seller, as provided in the Transfer and Sale Agreement and in accordance with this Section 7.08, shall repurchase a Contract at its Repurchase Price, two Business Days prior to the first Determination Date after the Seller becomes aware, or should have become aware, or receives written notice from the Trustee, the Servicer or the Trust Depositor of any breach of a representation or warranty of the Seller set forth in Article III of the Transfer and Sale Agreement that materially and adversely affects such Contract or the Trust's interest in such Contract and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 under the Transfer and Section 7.08 of the Sale and Servicing Agreement, the Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to after such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; and provided further PROVIDED FURTHER that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Contract the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further PROVIDED FURTHER that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts) or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing AgreementSection 5.09, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts Contract or in the related Contract AssetsContracts. Notwithstanding any other provision of this Agreement, the obligation of the Seller under the Transfer and Sale Agreement and described in this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate or be deemed released by any party hereto upon a Service Transfer pursuant to Article VIII of VIII. The repurchase obligation described in this Section 7.08 is in no way to be satisfied with monies in the Sale and Servicing AgreementReserve Fund.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for Upon a discovery by the benefit of the IssuerServicer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees Depositor or the Servicer Trustee of any a breach of a representation or warranty of the Seller as set forth in Article III of this EXHIBIT K hereto or as made in any Subsequent Purchase Agreement relating to Subsequent Contracts that materially adversely affects Trust Depositor’s or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) ), the party discovering the breach shall give prompt written notice to the other parties PROVIDED, that the Trustee shall have no duty or obligation to inquire or to investigate the breach by the Seller of any of such representations or warranties. The Seller, as provided in the Transfer and Sale Agreement and in accordance with this Section 8.06, shall repurchase a Contract at its Repurchase Price, two Business Days prior to the first Determination Date after the Seller becomes aware, or should have become aware, or receives written notice from the Trustee, the Servicer or the Trust Depositor of any breach of a representation or warranty of the Seller set forth in Article III of the Transfer and Sale Agreement that materially adversely affects such Contract or the Trust's interest in such Contract and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 under the Transfer and Section 7.08 of the Sale and Servicing Agreement, the Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to after such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; , and provided further PROVIDED FURTHER that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Contract the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further PROVIDED FURTHER that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts) or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing AgreementSection 5.09, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts Contract or in the related Contract AssetsContracts. Notwithstanding any other provision of this Agreement, the obligation of the Seller under the Transfer and Sale Agreement and described in this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement 8.06 shall not terminate or be deemed released by any party hereto upon a Service Transfer pursuant to Article VIII of VII. The repurchase obligation described in this Section 8.06 is in no way to be satisfied with monies in the Sale and Servicing AgreementReserve Fund.

Repurchases of Contracts for Breach of Representations and Warranties. (a) Seller hereby agrees, for the benefit of the Underlying Trust, the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either any of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Underlying Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Underlying Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the Underlying Trust’s interest in the Contracts or in the related Contract Assets. . (b) [Reserved]. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. (a) Seller hereby agrees, for the benefit of [the Underlying Trust,] the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either [either][any] of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the [Underlying] Trust’s interest in such Contract (without regard to the benefits of the Reserve FundFund [or the Risk Retention Reserve Account]) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the [Underlying] Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the [Underlying] Trust’s interest in the Contracts or in the related Contract Assets. (b) If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuera. Subject to Section 3.06, the Indenture Trustee and the Trust Depositor, that it Company shall repurchase a Contract (together with all related Contract Assets)Contract, at its Repurchase Price, not later than two Business Days prior to the first Distribution Date 90 days after the last day of the calendar month in on which the Seller becomes aware or receives written notice from Trust DepositorCompany, either of the Trustees Servicer or the Servicer of any Trustee first discovers or should have discovered a breach of a representation or warranty of Seller the Company set forth in Article III Sections 3.02, 3.03 or 3.04 of this Agreement or in the Officer's Certificate delivered pursuant to Section 2.02(j) of this Agreement that materially adversely affects Trust Depositor’s the Trust's, the Certificateholders' or the Trust’s Class C Certificateholder's interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Cut-off Date Principal Balance Balance, which Seller the Company would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of Section, the Sale and Servicing Agreement, Seller Company may, in lieu of repurchasing such Contract, deposit in the Collection Certificate Account not later than one Business Day prior to within 90 days from the date of such Distribution Date discovery cash in an amount sufficient to cure any such deficiency or discrepancy; . Any such cash so deposited shall be distributed to Certificateholders and provided further that with respect to the Class C Certificateholder on the immediately following Payment Date as a breach collection of a representation principal or warranty relating interest on such Contract, according to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part nature of the Trust there would have been no breach of such representation deficiency or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assetsdiscrepancy. Notwithstanding any other provision of this Agreement, the obligation of Seller the Company under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII VII. b. Notwithstanding subparagraph (a) above, and subject to Section 3.06, the Company shall repurchase any Contract, at its respective Repurchase Price, if the Company has failed to deliver the related Contract File, except for an evidence of lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available, to the Trustee within 30 days of the Sale Closing Date. c. The Company shall defend and Servicing Agreementindemnify the Trustee, the Certificateholders, and the Class C Certificateholder against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s 's or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further PROVIDED FURTHER that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further PROVIDED FURTHER that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for Upon a discovery by the benefit of the IssuerServicer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware Depositor or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any a breach of a representation or warranty of Seller the Trust Depositor as set forth in Article III Section 3.01(a) or of this the Seller as set forth in EXHIBIT J hereto or as made in any Subsequent Purchase Agreement relating to Subsequent Contracts that materially adversely affects Trust Depositor’s or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) ), the party discovering the breach shall give prompt written notice to the other parties; PROVIDED, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Trust Depositor or the Seller of any of such representations or warranties. The Seller, as provided in the Transfer and Sale Agreement and in accordance with this Section 7.08, shall repurchase a Contract at its Repurchase Price, two Business Days prior to the first Determination Date after the Seller becomes aware, or should have become aware, or receives written notice from the Trustee, the Servicer or the Trust Depositor of any breach of a representation or warranty of the Seller set forth in Article III of the Transfer and Sale Agreement that materially and adversely affects such Contract or the Trust's interest in such Contract and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 under the Transfer and Section 7.08 of the Sale and Servicing Agreement, Seller the Trust Depositor may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to after such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; and provided further PROVIDED FURTHER that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Contract the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further PROVIDED FURTHER that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts) or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing AgreementSection 5.09, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts Contract or in the related Contract AssetsContracts. Notwithstanding any other provision of this Agreement, the obligation of the Seller under the Transfer and Sale Agreement and described in this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate or be deemed released by any party hereto upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.Article

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuera. Subject to Section 3.06, the Indenture Trustee and the Trust Depositor, that it Company shall repurchase a Contract (together with all related Contract Assets)Contract, at its Repurchase Price, not later than two Business Days prior to the first Distribution Date 90 days after the last day of the calendar month in on which the Seller becomes aware or receives written notice from Trust DepositorCompany, either of the Trustees Servicer or the Servicer of any Trustee first discovers or should have discovered a breach of a representation or warranty of Seller the Company set forth in Article III Sections 3.02, 3.03 or 3.04 of this Agreement or in the Officer's Certificate delivered pursuant to Section 2.02(j) of this Agreement that materially adversely affects Trust Depositor’s the Trust's, the Certificateholders' or the Trust’s Class C Certificateholder's interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Cut-off Date Principal Balance Balance, which Seller the Company would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of Section, the Sale and Servicing Agreement, Seller Company may, in lieu of repurchasing such Contract, deposit in the Collection Certificate Account not later than one Business Day prior to within 90 days from the date of such Distribution Date discovery cash in an amount sufficient to cure any such deficiency or 3-7 discrepancy. Any such cash so deposited shall be distributed to Certificateholders and the Class C Certificateholder on the immediately following Payment Date as a collection of principal or interest on such Contract, according to the nature of the deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller the Company under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII VII. b. On or prior to the date that is the second anniversary of the Sale Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and Servicing Agreementthe Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Trust to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it a. The Company shall repurchase a Contract (together with all related Contract Assets)Contract, at its Repurchase Price, not later than two Business Days prior to the first Distribution Date 90 days after the last day of the calendar month in on which the Seller becomes aware or receives written notice from Trust DepositorCompany, either of the Trustees Servicer or the Servicer of any Trustee first discovers or should have discovered a breach of a representation or warranty of Seller the Company set forth in Article III Sections 3.02, 3.03 or 3.04 of this Agreement or in the Officer's Certificate delivered pursuant to Section 2.02(j) of this Agreement that materially adversely affects Trust Depositor’s the Trust's or the Trust’s Certificateholders' interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance principal balance, which Seller the Company would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of Section, the Sale and Servicing Agreement, Seller Company may, in lieu of repurchasing such Contract, deposit in the Collection Certificate Account not later than one Business Day prior to within 90 days from the date of such Distribution Date discovery cash in an amount sufficient to cure any such deficiency or discrepancy; and provided further that with respect . Any such cash so deposited shall be distributed to Certificateholders on the immediately following Payment Date as a breach collection of a representation principal or warranty relating interest on such Contract, according to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part nature of the Trust there would have been no breach of such representation deficiency or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assetsdiscrepancy. Notwithstanding any other provision of this Agreement, the obligation of Seller the Company under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII VII. b. Notwithstanding subparagraph (a) above, the Company shall repurchase any Contract, at its respective Repurchase Price, if the Company has failed to deliver the related Contract File to the Trustee within 30 days of the Sale Closing Date. c. The Company shall defend and Servicing Agreementindemnify the Trustee and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuera. Subject to Section 3.06, the Indenture Trustee and the Trust Depositor, that it Company shall repurchase a Contract (together with all related Contract Assets)Contract, at its Repurchase Price, not later than two Business Days prior to the first Distribution Date 90 days after the last day of the calendar month in on which the Seller becomes aware or receives written notice from Trust DepositorCompany, either of the Trustees Servicer or the Servicer of any Trustee first discovers or should have discovered a breach of a representation or warranty of Seller the Company set forth in Article III of this Agreement Sections 2.03, 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially adversely affects Trust Depositor’s the Trust's, the Certificateholders' or the Trust’s Class C Certificateholders' interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Cut-off Date Principal Balance Balance, which Seller the Company would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of Section, the Sale and Servicing Agreement, Seller Company may, in lieu of repurchasing such Contract, deposit in the Collection Certificate Account not later than one Business Day prior to within 90 days from the date of such Distribution Date discovery cash in an amount sufficient to cure any such deficiency or discrepancy; . Any such cash so deposited shall be distributed to Certificateholders and provided further that with respect to the Class C Certificateholders on the immediately following Payment Date as a breach collection of a representation principal or warranty relating interest on such Contract, according to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part nature of the Trust there would have been no breach of such representation deficiency or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assetsdiscrepancy. Notwithstanding any other provision of this Agreement, the obligation of Seller the Company under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII VII. b. On or prior to the date that is the second anniversary of the Sale Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and Servicing Agreementthe Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitch. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the 3-11 Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for Upon a discovery by the benefit of the IssuerServicer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware Depositor or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any a breach of a representation or warranty of the Seller as set forth in Article III of this Exhibit J hereto or as made in any Subsequent Purchase Agreement relating to Subsequent Contracts that materially adversely affects Trust Depositor’s or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) ), the party discovering the breach shall give prompt written notice to the other parties provided, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Seller of any of such representations or warranties. The Seller, as provided in the Transfer and Sale Agreement and in accordance with this Section 7.08, shall repurchase a Contract at its Repurchase Price, two Business Days prior to the first Determination Date after the Seller becomes aware, or should have become aware, or receives written notice from the Trustee, the Servicer or the Trust Depositor of any breach of a representation or warranty of the Seller set forth in Article III of the Transfer and Sale Agreement that materially adversely affects such Contract or the Trust's interest in such Contract and which breach has not been cured; provided, however, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 under the Transfer and Section 7.08 of the Sale and Servicing Agreement, the Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to after such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; , and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Contract the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts) or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing AgreementSection 5.09, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts Contract or in the related Contract AssetsContracts. Notwithstanding any other provision of this Agreement, the obligation of the Seller under the Transfer and Sale Agreement and described in this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate or be deemed released by any party hereto upon a Service Transfer pursuant to Article VIII of VIII. The repurchase obligation described in this Section 7.08 is in no way to be satisfied with monies in the Sale and Servicing AgreementReserve Fund.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee Trustees and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts), or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuera. Subject to Section 3.06, the Indenture Trustee and the Trust Depositor, that it Company shall repurchase a Contract (together with all related Contract Assets)Contract, at its Repurchase Price, not later than two Business Days prior to the first Distribution Date 90 days after the last day of the calendar month in on which the Seller becomes aware or receives written notice from Trust DepositorCompany, either of the Trustees Servicer or the Servicer of any Trustee first discovers or should have discovered a breach of a representation or warranty of Seller the Company set forth in Article III of this Agreement Sections 2.03, 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially and adversely affects Trust Depositor’s the Trust's, the Certificateholders' or the Trust’s Class C Certificateholders' interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Cut-off Date Principal Balance Balance, which Seller the Company would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of Section, the Sale and Servicing Agreement, Seller Company may, in lieu of repurchasing such Contract, deposit in the Collection Certificate Account not later than one Business Day prior to within 90 days from the date of such Distribution Date discovery cash in an amount sufficient to cure any such deficiency or discrepancy; . Any such cash so deposited shall be distributed to Certificateholders and provided further that with respect to the Class C Certificateholders on the immediately following Payment Date as a breach collection of a representation principal or warranty relating interest on such Contract, according to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part nature of the Trust there would have been no breach of such representation deficiency or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assetsdiscrepancy. Notwithstanding any other provision of this Agreement, the obligation of Seller the Company under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII VII. b. On or prior to the date that is the second anniversary of the Sale Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and Servicing Agreementthe Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitch. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. (a) The Seller hereby agrees, for the benefit of [the IssuerUnderlying Trust,] the Trust, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Related Purchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from the Trust Depositor, either [either][any] of the Trustees or the Servicer of any breach of a representation or warranty of the Seller set forth in Article III of this Agreement that materially adversely affects the Trust Depositor’s or the [Underlying] Trust’s interest in such Contract (without regard to the benefits of the Reserve FundFund [or the Risk Retention Reserve Account]) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, the Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by the Trust Depositor and included as part of the [Underlying] Trust [Corpus] there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the [Underlying] Trust’s interest in the Contracts or and in the related Contract Assets. (b) If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of the Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee Trustees and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s 's or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; , and provided further PROVIDED FURTHER that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further PROVIDED FURTHER that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts), or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts or in the related Contract AssetsContracts. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s 's or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. (a) Seller hereby agrees, for the benefit of [the Underlying Trust,] the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either [either][any] of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the [Underlying] Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 5.01(a) and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the [Underlying] Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the [Underlying] Trust’s interest in the Contracts or in the related Contract Assets. (b) If the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 3.02(i) herein may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to Section 7.08(b) of the Sale and Servicing Agreement and this Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Seller shall reacquire from the Trust Depositor, in accordance with Section 7.08 of the Sale and Servicing Agreement, a Contract at its Purchase Price (which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract shall be reacquired pursuant to this Section 5.01(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement and there shall be no limitation on the Principal Balance or the number of Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller as set forth in Article III of this Agreement. (c) Notwithstanding any other provision of this Agreement, the obligation obligations of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuera. Subject to Section 3.06, the Indenture Trustee and the Trust Depositor, that it Company shall repurchase a Contract (together with all related Contract Assets)Contract, at its Repurchase Price, not later than two Business Days prior to the first Distribution Date 90 days after the last day of the calendar month in on which the Seller becomes aware or receives written notice from Trust DepositorCompany, either of the Trustees Servicer or the Servicer of any Trustee first discovers or should have discovered a breach of a representation or warranty of Seller the Company set forth in Article III of this Agreement Sections 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially and adversely affects Trust Depositor’s the Trust's, the Certificateholders' or the Trust’s Class C Certificateholders' interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Cut-off Date Principal Balance Balance, which Seller the Company would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of Section, the Sale and Servicing Agreement, Seller Company may, in lieu of repurchasing such Contract, deposit in the Collection Certificate Account not later than one Business Day prior to within 90 days from the date of such Distribution Date discovery cash in an amount sufficient to cure any such deficiency or discrepancy; . Any such cash so deposited shall be distributed to Certificateholders and provided further that with respect to the Class C Certificateholders on the immediately following Payment Date as a breach collection of a representation principal or warranty relating interest on such Contract, according to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part nature of the Trust there would have been no breach of such representation deficiency or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assetsdiscrepancy. Notwithstanding any other provision of this Agreement, the obligation of Seller the Company under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII VII. b. On or prior to the date that is the second anniversary of the Sale Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and Servicing Agreementthe Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) [Reserved]; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to the Rating Agencies. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect unpaid Principal Balance [or accrued interest amount] which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to such Distribution Date cash in an amount sufficient to cure any deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, Agreement shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuera. Subject to Section 3.06, the Indenture Trustee and the Trust Depositor, that it Company shall repurchase a Contract (together with all related Contract Assets)Contract, at its Repurchase Price, not later than two Business Days prior to the first Distribution Date 90 days after the last day of the calendar month in on which the Seller becomes aware or receives written notice from Trust DepositorCompany, either of the Trustees Servicer or the Servicer of any Trustee first discovers or should have discovered a breach of a representation or warranty of Seller the Company set forth in Article III of this Agreement Sections 2.03, 3.02, 3.03 or 3.04, or in the Officer's Certificates delivered pursuant to Sections 2.02(j) or 2.03(b) (vii), that materially and adversely affects Trust Depositor’s the Trust's, the Certificateholders' or the Trust’s Class C Certificateholders' interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that (i) in the event that a party other than the Company first becomes aware of such breach, such discovering party shall notify the Company in writing within 5 Business Days of the date of such discovery and (ii) with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Cut-off Date Principal Balance Balance, which Seller the Company would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of Section, the Sale and Servicing Agreement, Seller Company may, in lieu of repurchasing such Contract, deposit in the Collection Certificate Account not later than one Business Day prior to within 90 days from the date of such Distribution Date discovery cash in an amount sufficient to cure any such deficiency or discrepancy; . Any such cash so deposited shall be distributed to Certificateholders and provided further that with respect to the Class C Certificateholders on the immediately following Payment Date as a breach collection of a representation principal or warranty relating interest on such Contract, according to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part nature of the Trust there would have been no breach of such representation deficiency or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assetsdiscrepancy. Notwithstanding any other provision of this Agreement, the obligation of Seller the Company under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII VII. b. On or prior to the date that is the second anniversary of the Sale Closing Date, the Company may, at its election, substitute an Eligible Substitute Contract for a Contract that it is obligated to repurchase pursuant to Section 3.05(a) (such Contract being referred to as the "Replaced Contract") upon satisfaction of the following conditions: (i) the Company shall have conveyed to the Trustee the Contract to be substituted for the Replaced Contract and Servicing Agreementthe Contract File related to such Contract and the Company shall have marked the Electronic Ledger indicating that such Contract constitutes part of the Trust; (ii) the Contract to be substituted is an Eligible Substitute Contract and the Company delivers an Officers' Certificate, substantially in the form of Exhibit M-2 hereto, to the Trustee certifying that such Contract is an Eligible Substitute Contract; (iii) the Company shall have delivered to the Trustee evidence of filing of a UCC-1 financing statement executed by the Company as debtor, naming the Trustee as secured party and filed in Minnesota, listing such Contract to be substituted as collateral; (iv) the Company shall have delivered to the Trustee an executed assignment to the Trustee on behalf of the Trust in recordable form for the mortgage securing such Contract to be substituted; (v) the Company shall have delivered to the Trustee an Opinion of Counsel (a) to the effect that the substitution of such Contract for such Replaced Contract will not cause the Master REMIC or Subsidiary REMIC to fail to qualify as a REMIC at any time under then applicable REMIC Provisions or cause any "prohibited transaction" that will result in the imposition of a tax under such REMIC Provisions and (b) to the effect of paragraph 9 of Exhibit I hereto; and (vi) if the Scheduled Principal Balance of such Replaced Contract is greater than the Scheduled Principal Balance of the Contract to be substituted, the Company shall have deposited in the Certificate Account the amount of such excess and shall have included in the Officers' Certificate required by clause (ii) above a certification that such deposit has been made. Upon satisfaction of such conditions, the Trustee shall add such Contract to be substituted to, and delete such Replaced Contract from, the List of Contracts. Such substitution shall be effected prior to the first Determination Date that occurs more than 90 days after the Company becomes aware, or should have become aware, or receives written notice from the Trustee, of the breach referred to in Section 3.05(a). Promptly after any such substitution of a Contract, the Company shall give written notice of such substitution to S&P and Fitch. c. If the Company is required to repurchase a Contract under Section 3.05(a) or has elected to substitute an Eligible Substitute Contract for a Contract under Section 3.05(b), and if the reason for such repurchase or substitution is that the Company has failed to deliver to the Trustee the Contract File for the Contract to be repurchased or substituted for (except in the case of a failure to deliver evidence of the lien on the related improved property and evidence of due recording of such mortgage, deed of trust or security deed, if available), then, notwithstanding the time periods set out in Sections 3.05(a) and 3.05(b), the Company shall either (i) repurchase such Contract, at its respective Repurchase Price, within 30 days of the Closing Date, or (ii) substitute an Eligible Substitute Contract for the Contract within 90 days of the Closing Date. d. The Company shall defend and indemnify the Trustee, the Certificateholders, and the Class C Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee Trustees and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s or the Trust’s interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; provided, however, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for Upon a discovery by the benefit of the IssuerServicer, the Indenture Trustee and the Trust Depositor, that it shall repurchase a Contract (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Seller becomes aware or receives written notice from Trust Depositor, either of the Trustees Depositor or the Servicer Trustee of any a breach of a representation or warranty of the Seller as set forth in Article III of this Exhibit K hereto or as made in any Subsequent Purchase Agreement relating to Subsequent Contracts that materially adversely affects Trust Depositor’s or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) ), the party discovering the breach shall give prompt written notice to the other parties provided, that the Trustee shall have no duty or obligation to inquire or to investigate the breach by the Seller of any of such representations or warranties. The Seller, as provided in the Transfer and Sale Agreement and in accordance with this Section 8.06, shall repurchase a Contract at its Repurchase Price, two Business Days prior to the first Determination Date after the Seller becomes aware, or should have become aware, or receives written notice from the Trustee, the Servicer or the Trust Depositor of any breach of a representation or warranty of the Seller set forth in Article III of the Transfer and Sale Agreement that materially adversely affects such Contract or the Trust's interest in such Contract and which breach has not been cured; provided, however, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which the Seller would otherwise be required to repurchase pursuant to this Section 5.01 under the Transfer and Section 7.08 of the Sale and Servicing Agreement, the Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one Business Day prior to after such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; , and provided further that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Contract the Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust Corpus there would have been no breach of such representation or warranty; provided further that (a) the failure of a Contract File to be complete or of the original certificate of title and evidence of recordation of such certificate to be included in the Contract File as of 180 days after the Closing Date (or Subsequent Transfer Date, in the case of Subsequent Contracts) or (b) the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing AgreementSection 5.09, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts Contract or in the related Contract AssetsContracts. Notwithstanding any other provision of this Agreement, the obligation of the Seller under the Transfer and Sale Agreement and described in this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement 8.06 shall not terminate or be deemed released by any party hereto upon a Service Transfer pursuant to Article VIII of VII. The repurchase obligation described in this Section 8.06 is in no way to be satisfied with monies in the Sale and Servicing AgreementReserve Fund.

Repurchases of Contracts for Breach of Representations and Warranties. Seller hereby agrees, for the benefit of the Issuer, the Indenture Trustee Trustees and the Trust Depositor, that it shall repurchase a Contract including any Subsequent Contracts (together with all related Contract Assets), at its Repurchase Price, not later than two Business Days prior to the first Distribution Determination Date after the last day of the calendar month in which the Seller becomes aware aware, or should have become aware, or receives written notice from Trust Depositor, either of the Trustees or the Servicer of any breach of a representation or warranty of Seller set forth in Article III of this Agreement that materially adversely affects Trust Depositor’s 's or the Trust’s 's interest in such Contract (without regard to the benefits of the Reserve Fund) and which breach has not been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the List of Contracts with respect to an incorrect unpaid Principal Balance which Seller would otherwise be required to repurchase pursuant to this Section 5.01 and Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of repurchasing such Contract, deposit in the Collection Account not later than one two Business Day Days prior to such Distribution Determination Date cash in an amount sufficient to cure any such deficiency or discrepancy; and provided further PROVIDED FURTHER that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to any particular Contract, Seller may select Contracts (without adverse selection) to repurchase such that had such Contracts not been reconveyed by Trust Depositor and included as part of the Trust there would have been no breach of such representation or warranty; provided further PROVIDED FURTHER that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract in accordance with the Sale and Servicing Agreement, shall be deemed to be a breach materially and adversely affecting the Trust’s 's interest in the Contracts or in the related Contract Assets. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing Agreement shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement.