Common use of Purchase by Servicer upon Breach Clause in Contracts

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The Depositor, the Servicer, the Backup Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Backup Servicer or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the TrustBackup Servicer, the AdministratorTrust, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2Section 3.2(a), 3.5 or 3.6. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust or Receivables on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.23.2(a), the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.54.5(a). The Except as provided in Section 7.2, the sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders and against the Certificateholders Servicer with respect to a breach of Sections pursuant to Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.73.7 or the eligibility of any Receivable for purposes of this Agreement.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2Section 3.2(a), 3.5 or 3.6. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust or Receivables on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.23.2(a), the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.54.5(a). The Except as provided in Section 7.2, the sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders and against the Certificateholders Servicer with respect to a breach of Sections pursuant to Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.73.7 or the eligibility of any Receivable for purposes of this Agreement.

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th thirtieth (30th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Seller, or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach by Servicer of Sections 3.2, its covenants under Section 3.5 or 3.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach or failure materially and adversely affects the interest interests of Trustee and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Trustee as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.23.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the Trust, Trustee or the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, pursuant to Section 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach by Servicer of Sections 3.2, its covenants under Section 3.5 or 3.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach or failure materially and adversely affects the interest interests of Trustee and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Trustee as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.23.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occursbreach. Any Notwithstanding the foregoing, any such breach or failure with respect to the covenants contained in Sections 3.5 and 3.6 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure has do not affected affect the ability of the Issuer Trust to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.54.4. The sole remedy of the Trust, Trustee or the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, pursuant to Section 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach by Servicer of Sections 3.2, its covenants under Section 3.5 or 3.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach or failure materially and adversely affects the interest interests of Trustee and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Trustee as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.23.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.54.4. The sole remedy of the Trust, Trustee or the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, pursuant to Section 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.74.7.

Purchase by Servicer upon Breach. The Depositor, the -------------------------------- Seller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller Indenture Trustee and the Indenture Trustee Insurer promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th thirtieth (30th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Seller, the Owner Trustee or the Administrator (on behalf of the Trust) Insurer of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, -------- ------- with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The Depositor, the Servicer [, the Backup Servicer] or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller Seller[, the Swap Counterparty] and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor[, the Backup Servicer] or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of [the Backup Servicer,] the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorCompany, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.3. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The Depositor, the Seller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller Indenture Trustee and the Indenture Trustee Insurer promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th thirtieth (30th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Seller, the Owner Trustee or the Administrator (on behalf of the Trust) Insurer of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and Seller, the Indenture Trustee and the Swap Counterparty promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Seller, or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and Seller, the Indenture Trustee and the Swap Counterparty promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th thirtieth (30th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Seller, or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and Owner Trustee, the Indenture Trustee and MBCC (if it is no longer the Servicer) promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If Subject to Section 3.2, unless any such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a any Receivable, the Servicer shall purchase from the Issuer any such Receivable from the Trust on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.2, the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The Except as provided in Section 6.2, the sole remedy of the Trust, the AdministratorIssuer, the Owner Trustee, the Indenture TrusteeCertificateholders, the Noteholders Indenture Trustee and the Certificateholders Noteholders against the Servicer with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.Neither

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2Section 3.2(a), 3.5 or 3.6. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust or Receivables on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; providedPROVIDED, howeverHOWEVER, that with respect to a breach of Section 3.23.2(a), the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The Except as provided in Section 7.2, the sole remedy of the Trust, the AdministratorIssuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders and against the Certificateholders Servicer with respect to a breach of Sections pursuant to Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.73.7 or the eligibility of any Receivable for purposes of this Agreement.

Purchase by Servicer upon Breach. The Depositor, the Servicer [, the Backup Servicer] or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller Seller[, the Swap Counterparty] and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor[, the Backup Servicer] or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of [the Backup Servicer,] the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2Section 3.2(a), 3.5 or 3.6. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust or Receivables on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.23.2(a), the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The Except as provided in Section 7.2, the sole remedy of the Trust, the AdministratorIssuer, the Owner Trustee, the Indenture Trustee, the Certificateholders, the Final Payment Certificateholder or the Noteholders and against the Certificateholders Servicer with respect to a breach of Sections pursuant to Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.73.7 or the eligibility of any Receivable for purposes of this Agreement.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer 15 SALE AND SERVICING AGREEMENT shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.74.7.

Purchase by Servicer upon Breach. The Depositor, the Seller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th thirtieth (30th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Seller, the or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and Owner Trustee, the Indenture Trustee and MBCC (if it is no longer the Servicer) promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If Subject to Section 3.2, unless any such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a any Receivable, the Servicer shall purchase from the Issuer any such Receivable from the Trust on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.2, the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The Except as provided in Section 6.2, the sole remedy of the Trust, the AdministratorIssuer, the Owner Trustee, the Indenture TrusteeCertificateholders, the Noteholders Indenture Trustee and the Certificateholders Noteholders against the Servicer with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.73.7 or the eligibility of any Receivable for purposes of this Agreement.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7Section. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.SALE AND SERVICING AGREEMENT

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2Section 3.2(a), 3.5 or 3.6. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust or Receivables on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.23.2(a), the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The Except as provided in Section 7.2, the sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders and against the Certificateholders Servicer with respect to a breach of Sections pursuant to Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.7.3.7 or the eligibility of any Receivable for purposes of this Agreement. SECTION 3.8

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Owner Trustee, Indenture Trustee or the Administrator (on behalf of the Trust) Seller of, such breach, and such breach or failure materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, Period provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last SALE AND SERVICING AGREEMENT 13 day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.3. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The Depositor, the Servicer [, the Backup Servicer] or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller Seller[, the Swap Counterparty] and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor[, the Backup Servicer] or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of [the Backup Servicer,] the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach by Servicer of Sections 3.2, its covenants under Section 3.5 or 3.6; provided that the failure to give 30 such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach or failure materially and adversely affects the interest interests of Trustee and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Trustee as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.23.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the Trust, Trustee or the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, pursuant to Section 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and Seller, the Indenture Trustee and the Insurer promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th thirtieth (30th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, the Seller, the Owner Trustee or the Administrator (on behalf of the Trust) Insurer of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of its covenants under Sections 3.24.2, 3.5 4.5 or 3.64.6 that materially and adversely affects the interests of the Issuer or the Holders of any Notes or Certificates; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or an earlier day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Holders of the Trust Notes or Certificates in any Receivable, Servicer shall purchase such Receivable as of the last day of the Collection Period at a Receivablepurchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period. If the Servicer takes any action during any Collection Period pursuant to Section 4.2 that impairs the rights of the Issuer and the Holders in any Receivable or as otherwise provided in Section 4.2, the Servicer shall purchase such Receivable from as of the Trust on the Distribution Date following last day of such Collection Period; provided, however, that with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2pursuant to Section 4.2, 3.5 4.5 or 3.6 4.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7Section. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty With respect to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable all Receivables purchased pursuant to this Section 3.74.7, Issuer shall assign to Servicer, without recourse, representation or warranty, all of Issuer’s right, title and interest in and to such Receivables and all security and documents relating thereto.

Purchase by Servicer upon Breach. The Depositor, the Servicer Servicer, [the Backup Servicer] or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller Seller, [the Swap Counterparty] and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor Depositor, [the Backup Servicer] or the Administrator (on behalf of the Trust) Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of [the Backup Servicer], the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders with respect to a breach of Sections Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at Business Day preceding the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy (except as provided in Section 7.2) of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7Section. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty 2000-1 Sale and Servicing Agreement With respect to conduct an affirmative investigation as to the occurrence of any condition requiring the all Receivables purchase of any Receivable pursuant to this Section 3.74.7, Issuer shall assign to Servicer, without recourse, representation or warranty, all of Issuer's right, title and interest in and to such Receivables and all security and documents relating thereto.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant SALE AND SERVICING AGREEMENT contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Issuer, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Issuer, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2Section 3.2(a), 3.5 or 3.6. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust or Receivables on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.23.2(a), the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The Except as provided in Section 7.2, the sole remedy of the Trust, the AdministratorIssuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders and against the Certificateholders Servicer with respect to a breach of Sections pursuant to Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.7.3.7 or the eligibility of any Receivable for purposes of this Agreement. SECTION 3.8

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery (or, in the case of the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or an earlier day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at Business Day preceding the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy (except as provided in Section 7.2) of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7Section. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty With respect to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable all Receivables purchased pursuant to this Section 3.74.7, Issuer shall assign to Servicer, without recourse, representation or warranty, all of Issuer’s right, title and interest in and to such Receivables and all security and documents relating thereto.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee Agreement promptly, in writing, upon the discovery of any breach of Sections 3.2Section 3.2(a), 3.5 or 3.6. If such the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th sixtieth (60th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest interests of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust or Receivables on the Distribution Date following such Collection Periodimmediately succeeding Payment Date; provided, however, that with respect to a breach of Section 3.23.2(a), the Servicer shall purchase repurchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.54.5(a). The Except as provided in Section 7.2, the sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders and against the Certificateholders Servicer with respect to a breach of Sections pursuant to Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, Neither the Owner Trustee or nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase repurchase of any Receivable pursuant to this Section 3.7.3.7 or the eligibility of any Receivable for purposes of this Agreement. SECTION 3.8

Purchase by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

Purchase by Servicer upon Breach. The DepositorSeller, the Servicer Servicer, Indenture Trustee or the Administrator (on behalf of the Trust)Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach by Servicer of Sections 3.2, 3.5 its covenants under Section 4.5 or 3.64.6; provided that the failure to give such notice shall not affect any obligation of Servicer. If such Unless the breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach or failure materially and adversely affects the interest interests of Issuer and the Trust Holders in a any Receivable, the Servicer shall purchase such Receivable from Issuer as of the Trust on last day of the Distribution Date following Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided, however, provided that with respect to in the case of a breach of the covenant contained in Section 3.24.6(c), the Servicer shall be obligated to purchase the affected Receivable from or Receivables on the Trust at the end of Deposit Date immediately succeeding the Collection Period in during which Servicer becomes aware of, or receives written notice of, such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivablebreach. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.55.4. The sole remedy of the TrustIssuer, the Administrator, the Owner Trustee, Indenture Trustee or the Indenture Trustee, the Noteholders and the Certificateholders Holders against Servicer with respect to a breach of Sections 3.2, 3.5 pursuant to Section 4.5 or 3.6 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7Section.