Common use of Valid Transfer Clause in Contracts

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a)the Receivables Purchase Agreement. Except as otherwise provided in this AgreementAgreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust AssetsCollateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesNotes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other partiesparties specified above, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor CertificateholdersNoteholders, then either the Trustee or the Holders of Investor Certificates Notes evidencing not less than a majority in of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of all outstanding Investor CertificatesNotes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Investor CertificateholdersNoteholders), may direct the Seller to purchase the CertificateholdersNoteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the CertificateholdersNoteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Payment Date, in payment for such purchase, an amount equal to the sum purchase of the amounts specified therefor with respect to each outstanding Series in Noteholders' Interest, the related SupplementReassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be distributed to the Investor Certificateholders on such Distribution Date applied in accordance with Article IV Section 706 of the Indenture and shall be allocated pro rata among the terms of each Supplementthen-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Investor Certificateholders Noteholders give notice directing the Seller to purchase the CertificateholdersNoteholders' Interest as provided above, the obligation of the Seller to purchase the CertificateholdersNoteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Noteholders (or the Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners Purchasers in any Collateral Security in respect of the Partial Accounts (other than the Vehicles vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.05(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.02 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Minnesota and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.4 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Missouri and the County Recorder of St. Louis County in the State of Missouri with respect to DFS and the County Recorder of Xxxx County in the State of Georgia, in the case of Deutsche BSC and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.3 of the Pooling and Servicing Agreement, the Sellers shall repurchase the Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Related Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.06(a). Except as otherwise provided in this Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the SellerTransferor, the Master Servicer, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller Transferor (and to the Trustee, any Enhancement Providers and the Master Servicer if given by the Investor Certificateholders), may direct the Seller Transferor to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Transferor shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, -------- however, that no such purchase shall be required to be made if, by the end of ------- such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller Transferor to purchase the Certificateholders' Interest as provided above, the obligation of the Seller Transferor to purchase the Certificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Nevada and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.3 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables, the Collateral Security and Floorplan Rights conveyed by it and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables, the Collateral Security and Floorplan Rights pursuant to this Section 2.03 2.2 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Depositor in the Receivables and the any Collateral Security whether then existing or thereafter created and the proceeds thereof (other than Insurance Proceeds) and all of the SellerDepositor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement (excluding, however, any repurchase or other agreements with manufacturers, importers or distributors relating to Obligors which are being financed by Domestic Inventory Receivables) and, upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Michigan andVermont, and in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation); provided, however, that if this Agreement or, in the case of -------- ------- Additional Accounts, the related Assignment, is deemed to be a grant to the Trust of a security interest under the UCC as in effect in the State of Vermont in such property, then upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Vermont and in the case of the Receivables hereinafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected security interest in such property except for Liens permitted under Section 2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation). Except as otherwise provided in this Agreement, neither the Seller Depositor nor any Person claiming through or under the Seller Depositor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the SellerDepositor, the Servicer, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of that (i) any of the representations and warranties set forth in subsections (a) through (l) of this Section 2.03 having have been breached or (ii) the representation and warranty set forth in subsection (m) of this Section 2.03 has been breached and this Agreement does not constitute the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont and, in the case of either clause (i) or (ii), such breach has a material adverse effect on the interests of the Investor Holder of the Variable Funding Certificate or the Certificateholders, then either the Trustee Trustee, the Holder of the Variable Funding Certificate, or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount (S) 2.03 of all outstanding Investor Certificates, Certificates by notice then given in writing to the Seller Depositor and the Servicer (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Holder of the Variable Funding Certificate or the Certificateholders)) may, may unless a Liquidation Event has occurred, direct the Seller Depositor to purchase the CertificateholdersVariable Funding Interest and/or Investors' Interest within 60 sixty (60) days of such notice (or within such longer period as may be specified in such notice), and the Seller Depositor shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall -------- ------- be required to be made if, by the end of such 60-day period (or such longer period as may be specifiedspecified in such notice), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respectsrespects or, in the case of clause (ii) above, this Agreement then constitutes the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont, and any material adverse effect on the CertificateholdersInvestors' Interest and/or the Variable Funding Interest, as applicable, caused thereby shall have been cured. The Seller Depositor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series and/or the Variable Funding Certificate, as applicable, in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders and/or the Holder of the Variable Funding Interest, as applicable, on such Distribution Date in accordance with Article IV hereof and the terms of each Supplement. If the Trustee Trustee, the Certificateholders or the Investor Certificateholders Holder of the Variable Funding Certificate give notice directing the Seller Depositor to purchase the CertificateholdersInvestors' Interest and/or the Variable Funding Interest as provided above, the obligation of the Seller Depositor to effect such purchase the Certificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders and/or the Holder of the Variable Funding Certificate (or the Trustee on behalf of the Investor such Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller in the Receivables whether now existing or hereafter created and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon (other than Insurance Proceeds). Upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Michigan Vermont and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have under the UCC as in effect in Vermont a valid, subsisting and enforceable first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servic- ing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesPurchaser. Upon discovery by the Seller, the Servicer, any Agent Seller or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having 2.02 and if, as a material adverse effect on result of any such breach, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms Investors' Interest and/or the Variable Funding Interest pursuant to Section 2.03 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 Seller shall be satisfied in all material respectsrepurchase such Investors' Interest and/or Variable Funding Interest, as the case may be, and any material adverse effect on shall pay to the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser on the Business Day preceding the Distribution Date on which such Distribution Datepurchase of the Investors' Interest and/or the Variable Funding Interest, in payment for such purchaseas applicable, is to be made by the Purchaser an amount equal to the sum purchase price therefor as specified in Section 2.03 of the amounts specified therefor with respect to each outstanding Series in the related SupplementPooling and Servicing Agreement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the The obligation of the Seller to purchase the Certificateholderssuch Investors' Interest and/or Variable Funding Interest, as the case may be, pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Purchaser and to the Investor Certificateholders and/or the Holder of the Variable Funding Certificate (or the Trustee on behalf of the Investor such Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Nevada and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. Contribution and Sale Agreement The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.3 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables, the Collateral Security and Floorplan Rights conveyed by it and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables, the Collateral Security and Floorplan Rights pursuant to this Section 2.03 2.2 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan applicable filing office and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchased Receivables Owners in Liens of any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts)Person, except for Liens permitted under Section 2.07(a2.6(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 2.3 shall be satisfied true and correct in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).the

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Issuer of all right, title and interest of the Seller Transferor in the Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement Agreements and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Issuer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this Agreement and the Trust Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesIssuer. Upon discovery by the SellerTransferor, the Servicer, any Agent Agent, the Indenture Trustee or the Owner Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor CertificateholdersNoteholders, then either the Indenture Trustee or as directed by the Holders of Investor Certificates Notes evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor CertificatesNotes, by notice then given in writing to the Seller Transferor (and to the Indenture Trustee, any Enhancement Providers and the Servicer if given by the Investor CertificateholdersServicer), may direct the Seller Transferor to purchase the Certificateholders' Interest all Receivables within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Transferor shall be obligated to make such purchase on a Distribution Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest interest of the Noteholders caused thereby shall have been cured. The Seller Transferor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Payment Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders Noteholders on such Distribution Payment Date in accordance with Article IV and the terms of each Indenture Supplement. If the Indenture Trustee or the Investor Certificateholders Noteholders give notice directing the Seller Transferor to purchase the Certificateholders' Interest Receivables as provided above, the obligation of the Seller Transferor to purchase the Certificateholders' Interest Receivables pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Minnesota and the County Recorder of Xxxxxx County in the State of Minnesota, and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller Originator in the Case Receivables and the Collateral Security other Case Transferred Assets and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Case Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.05(a). Except as otherwise provided in this the Transfer and Servicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Case Receivables to the Trust and the issuance of the CertificatesPurchaser. Upon discovery by the Seller, the Servicer, any Agent Originator or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.02 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on Case Receivables pursuant to Section 2.03 of the terms Transfer and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Originator shall repurchase the Case Receivables and warranties set forth in this Section 2.03 the Collateral Security and shall be satisfied in all material respects, and any material adverse effect on pay to the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser 5 CASE RECEIVABLES PURCHASE AGREEMENT on the Business Day preceding the Distribution Date on which such Distribution Date, in payment for such purchase, purchase of Case Receivables is to be made an amount equal to the sum Purchase Price for the Case Receivables as specified in the Transfer and Servicing Agreement. The obligation of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller Originator to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest Case Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Originator respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Investor Certificateholders Purchaser and to the Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan applicable filing office and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchased Receivables Owners in Liens of any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts)Person, except for Liens permitted under Section 2.07(a2.6(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 2.3 shall be satisfied true and correct in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 2.3 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 2.3 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Each Assignment constitutes a valid sale, transfer and assignment Transfer to the Trust Custodian of all right, title and interest of the Seller in the Receivables in, to and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement Account Assets and, upon the filing of the financing statements and the other instruments and documents described in Section Sections 2.01 with the Secretary of State of the State of Michigan and, and 2.02 in the case of manner and at the Receivables hereafter created and the proceeds thereof, upon the creation thereoftimes contemplated thereunder, the Trust shall Custodian will have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), Account Assets except for Liens expressly permitted under Section 2.07(a)by this Agreement. Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller (other than the Custodian) has any claim to or interest in the Trust Account Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment Transfer of the Receivables Account Assets to the Trust Custodian and the issuance of the Master Custodial Certificates. Upon discovery by the Seller, the Servicer, any Agent or the Trustee Custodian of a breach of any of the foregoing representations representa tions and warranties, the party discovering such breach shall give prompt written notice to the other parties, the Master Custodial Certificateholders, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section Sec tion 2.03 having a material adverse effect on the interests of the Investor CertificateholdersMaster Custodial Certificate holders of any Series, then either the Trustee Custodian or the Holders of Investor Master Custodial Certificates evidencing not less more than a majority in 50% of the aggregate unpaid principal amount of all outstanding Investor CertificatesMaster Custodial Certificates of such Series (or any other Person specifically authorized in the applicable Supplement to take such action on behalf of Master Custodial Certificateholders of such Series), by notice then given in writing to the Seller (and to the TrusteeCustodian, any Enhancement Providers and the Servicer if given by the Investor Master Custodial Certificateholders), may direct the Seller to purchase the such Master Custodial Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified speci fied in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-60 day or longer period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the last Distribution Date occurring prior to the end of such 60-60 day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the such Master Custodial Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series to be purchased as provided above in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Master Custodial Certificateholders of such Series on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the The obligation of the Seller to purchase the Master Custodial Certificateholders' Interest pursuant to this Section 2.03 as described herein shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Master Custodial Certificateholders (or the Trustee Custodian on behalf of the Investor Master Custodial Certificateholders)) or any Enhancement Providers, except as otherwise provided in Section 7.03.

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Missouri and the County Recorder of St. Louis County in the State of Missouri with respect to DFS and the County Recorder of Xxxx County in the State of Georgia, in the case of Deutsche BSC and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.3 of the Pooling and Servicing Agreement, the Sellers shall repurchase the Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes either (a) a valid sale, transfer and assignment to the Trust Issuer of all right, title and interest of the Seller Transferor in the Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement Agreements or (b) a grant of a security interest in such property to Issuer, and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Issuer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this Agreement and the Trust Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. 18 TRANSFER AND SERVICING AGREEMENT The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesIssuer. Upon discovery by the SellerTransferor, the Servicer, any Agent Agent, the Indenture Trustee or the Owner Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor CertificateholdersNoteholders, then either the Indenture Trustee or as directed by the Holders of Investor Certificates Notes evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor CertificatesNotes, by notice then given in writing to the Seller Transferor (and to the Indenture Trustee, any Enhancement Providers and the Servicer if given by the Investor CertificateholdersServicer), may direct the Seller Transferor to purchase the Certificateholders' Interest all Receivables within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Transferor shall be obligated to make such purchase on a Distribution Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest interest of the Noteholders caused thereby shall have been cured. The Seller Transferor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Payment Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders Noteholders on such Distribution Payment Date in accordance with Article IV and the terms of each Indenture Supplement. If the Indenture Trustee or the Investor Certificateholders Noteholders give notice directing the Seller Transferor to purchase the Certificateholders' Interest Receivables as provided above, the obligation of the Seller Transferor to purchase the Certificateholders' Interest Receivables pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in the State of Michigan applicable jurisdiction where either the Transferor's or World Omni's chief executive offices or books and records relating to the Receivables are located and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership security interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts property (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.6(a)). Except as otherwise provided in this Agreement, or the other Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesTrust. Upon discovery by the SellerTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event the Noteholders of a Series shall have exercised their right to have such Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)2.3, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in into the Collection applicable Principal Funding Account in immediately available funds on the Business Day preceding such Distribution the Redemption Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Series Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the The obligation of the Seller Transferor to purchase make the Certificateholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Trust, the Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)Noteholders) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment in the case of Purchased Assets, or, in the case of Contributed Assets, a valid transfer and assignment, to the Trust Purchaser of all right, title and interest of the Seller in and to the Receivables now or hereafter Purchased hereunder and the Collateral Security in and to all other Transferred Assets and the proceeds thereof free and all clear of any Lien, other than any Permitted Lien or, if a court of competent jurisdiction were to hold that any Purchase of Receivables hereunder does not constitute a valid sale or absolute transfer of the Seller's rightsaffected Receivables and the Related Assets as set forth herein but instead constitutes a loan in the amount of the Purchase Price of such Receivables, remedies, powers and privileges with respect constitutes a valid grant to the Receivables under Purchaser of a "security interest" (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in the Receivables Purchase Agreement andand other Purchased Assets or Contributed Assets created hereunder), upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created which is and the proceeds thereof, upon the creation thereof, the Trust shall have be a first priority perfected ownership security interest to secure such loan in such property, subject to the rights amount of the Purchased Receivables Owners in Purchase Price, free and clear of any Collateral Security in respect of the Partial Accounts Lien (other than the Vehicles relating to Principal Receivables arising any Permitted Lien) in the Partial Accounts)all right, except for Liens permitted under Section 2.07(a). Except as otherwise provided in this Agreement, neither title and interest of the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers Receivables now or hereafter Purchased by the Purchaser pursuant hereto and in and to all other Transferred Assets and the Servicer if given proceeds thereof which will be enforceable by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days Purchaser (and its assignees or pledgees) upon such creation of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders)security interest.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller Originator in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.05(a). Except as otherwise provided in this the Transfer and Servicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesPurchaser. Upon discovery by the Seller, the Servicer, any Agent Originator or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.02 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on Receivables pursuant to Section 2.03 of the terms Transfer and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Originator shall repurchase the Receivables and warranties set forth in this Section 2.03 the Collateral Security and shall be satisfied in all material respects, and any material adverse effect on pay to the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser on the Business Day preceding the Distribution Date on which such Distribution Date, in payment for such purchase, purchase of Receivables is to be made an amount equal to the sum Purchase Price for the Receivables as specified in the Transfer and Servicing Agreement. The obligation of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller Originator to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Originator respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Investor Certificateholders Purchaser and to the Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in ----------- the State of Michigan applicable jurisdiction where either the Transferor's or VCI's chief executive offices or books and records relating to the Receivables are located and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.6(a). Except as otherwise provided in this Agreement, -------------- or the other Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall ----------- survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesTrust. Upon discovery by the SellerTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution the Redemption Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Series Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the The obligation of the Seller Transferor to purchase make the Certificateholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Trust, the Noteholders ----------- (or the Indenture Trustee on behalf of the Investor Certificateholders).Noteholders) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3. -----------

Valid Transfer. This Agreement or, in the case of Additional --------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Related Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesBuyer. Upon discovery by the Seller, the Servicer, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.02 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Related Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in the State of Michigan applicable jurisdiction where either the Transferor's or World Omni's chief executive offices or books and records relating to the Receivables are located and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.6(a). Except as otherwise provided in this Agreement, or the other Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesTrust. Upon discovery by the SellerTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event the Noteholders of a Series shall have exercised their right to have such Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)2.3, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in into the Collection applicable Principal Funding Account in immediately available funds on the Business Day preceding such Distribution the Redemption Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Series Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the The obligation of the Seller Transferor to purchase make the Certificateholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Trust, the Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)Noteholders) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Depositor in the Receivables and the any Collateral Security whether then existing or thereafter created and the proceeds thereof (other than 'SS' 2.03 Insurance Proceeds) and all of the SellerDepositor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement (excluding, however, any repurchase or other agreements with manufacturers, importers or distributors relating to Obligors which are being financed by Domestic Inventory Receivables) and, upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Michigan andVermont, and in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation); provided, however, that if this Agreement or, in the case of Additional Accounts, the related Assignment, is deemed to be a grant to the Trust of a security interest under the UCC as in effect in the State of Vermont in such property, then upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Vermont and in the case of the Receivables hereinafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected security interest in such property except for Liens permitted under Section 2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation). Except as otherwise provided in this Agreement, neither the Seller Depositor nor any Person claiming through or under the Seller Depositor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the SellerDepositor, the Servicer, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of that (i) any of the representations and warranties set forth in subsections (a) through (l) of this Section 2.03 having have been breached or (ii) the representation and warranty set forth in subsection (m) of this Section 2.03 has been breached and this Agreement does not constitute the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont and, in the case of either clause (i) or (ii), such breach has a material adverse effect on the interests of the Investor Holder of the Variable Funding Certificate or the Certificateholders, then either the Trustee Trustee, the Holder of the Variable Funding Certificate, or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, Certificates by notice then given in writing to the Seller Depositor and the Servicer (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Holder of the Variable Funding Certificate or the Certificateholders)) may, may unless a Liquidation Event has occurred, direct the Seller Depositor to purchase the CertificateholdersVariable Funding Interest and/or Investors' 'SS' 2.03 Interest within 60 sixty (60) days of such notice (or within such longer period as may be specified in such notice), and the Seller Depositor shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specifiedspecified in such notice), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respectsrespects or, in the case of clause (ii) above, this Agreement then constitutes the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont, and any material adverse effect on the CertificateholdersInvestors' Interest and/or the Variable Funding Interest, as applicable, caused thereby shall have been cured. The Seller Depositor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series and/or the Variable Funding Certificate, as applicable, in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders and/or the Holder of the Variable Funding Interest, as applicable, on such Distribution Date in accordance with Article IV hereof and the terms of each Supplement. If the Trustee Trustee, the Certificateholders or the Investor Certificateholders Holder of the Variable Funding Certificate give notice directing the Seller Depositor to purchase the CertificateholdersInvestors' Interest and/or the Variable Funding Interest as provided above, the obligation of the Seller Depositor to effect such purchase the Certificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders and/or the Holder of the Variable Funding Certificate (or the Trustee on behalf of the Investor such Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Missouri and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchased Receivables Owners in Liens of any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts)Person, except for Liens permitted under Section 2.07(a2.6(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the -------- ------- end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 2.3 shall be satisfied true and correct in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 2.3 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 2.3 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment Assignment, constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the Seller's Transferor’s rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State in the applicable jurisdiction where either the Transferor or VCI is “located” for purposes of Section 9-301 of the State of Michigan UCC and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.6(a). Except as otherwise provided in this Agreement, or the other Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesTrust. Upon discovery by the SellerTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event the Noteholders shall have exercised their right to have the Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)2.3, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in into the Collection Note Distribution Account in immediately available funds on the Business Day preceding such Distribution the Redemption Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Series Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the The obligation of the Seller Transferor to purchase make the Certificateholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Trust, the Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)Noteholders) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the related Receivables and the Collateral Related Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in the State of Michigan applicable jurisdiction where either the Seller's or Navistar Financial's chief executive offices or books and records relating to the Receivables are located and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a perfected first priority perfected ownership security interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts property (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.5(a)). Except as otherwise provided in this Agreement, or the other Basic Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust AssetsCollateral. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the CertificatesTrust. Upon discovery by the Seller, the ServicerOwner Trustee, any Agent the Indenture Trustee or the Trustee Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event the Noteholders of a Series shall have exercised their right to have such Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders2.3, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on deposit into the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection applicable Principal Funding Account in immediately available funds on the Business Day preceding such Distribution the Redemption Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Series Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the The obligation of the Seller to purchase make the Certificateholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders Trust, the Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)Noteholders) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller Originator in the NH Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the NH Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a2.05(a). Except as otherwise provided in this the Transfer and Servicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the NH Receivables to the Trust and the issuance of the CertificatesPurchaser. Upon discovery by the Seller, the Servicer, any Agent Originator or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.02 and if, in connection therewith, the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on NH Receivables pursuant to Section 2.03 of the terms Transfer and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Originator shall repurchase the NH Receivables and warranties set forth in this Section 2.03 the Collateral Security and shall be satisfied in all material respects, and any material adverse effect on pay to the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser on the Business Day preceding the Distribution Date on which such Distribution Date, in payment for such purchase, purchase of NH Receivables is to be made an amount equal to the sum Purchase Price for the NH Receivables as specified in the Transfer and Servicing Agreement. The obligation of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller Originator to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest NH Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Originator respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Investor Certificateholders Purchaser and to the Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).. NH RECEIVABLES PURCHASE AGREEMENT

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Missouri and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchased Receivables Owners in Liens of any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts)Person, except for Liens permitted under Section 2.07(a2.6(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 2.3 shall be satisfied true and correct in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 2.3 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 2.3 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).