Common use of Purchase of Certain Contracts Clause in Contracts

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner Trustee, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04. Upon any such purchase, the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to enforce the Seller's obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner Trustee, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee Trustee, the Issuer or the Issuer Insurer, the Seller shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04. Upon any such purchase, the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to require the Seller to enforce the SellerMaster Servicer's obligation to repurchase Contracts pursuant to this SectionSection 4.07; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Insurer, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner Trustee, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee Trustee, the Issuer or the Issuer Insurer, the Seller shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04. Upon any such purchase, the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to enforce the Seller's obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Insurer, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner Trustee, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee Trustee, the Issuer or the Issuer Insurer, the Seller shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04. Upon any such purchase, the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to require the Seller to enforce the SellerMaster Servicer's obligation to repurchase Contracts pursuant to this SectionSection 4.07; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.the

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner Trustee, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee Trustee, the Issuer or the Issuer Insurer, the Seller shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04. Upon any such purchase, the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to require the Seller to enforce the SellerMaster Servicer's obligation to repurchase Contracts pursuant to this SectionSection 4.07; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.Insurer,

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 with respect to each Contract shall survive delivery of the Contract Documents Files to the Owner Trustee Custodian and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner TrusteePurchaser, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the documents in the Contract Documents Files relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner TrusteeServicer, such Person the Seller, the Servicer or the Purchaser, as the case may be, making such discovery shall give prompt notice to the other such Personsothers. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersPurchaser, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller shall, within 90 days on the Distribution Date after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase repurchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer Purchaser on such Distribution Date for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.045.03. Upon any such purchase, the Owner Trustee Purchaser shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders Purchaser with respect to a breach of the Seller's ’s representations and warranties pursuant to Section 3.01 shall be to enforce require the Seller's obligation Seller to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders Purchaser against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. A successor servicer shall have no obligations under this Section.

Purchase of Certain Contracts. The representations and warranties of the Seller Servicer set forth in Section 3.01 4.4 of the Indenture with respect to each Contract shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreementso long as such Contract remains outstanding. Upon discovery by the SellerBuyer, the Master Servicer or the Owner Trustee, as the case may be, Trustee that any of such representations and or warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or the Servicer or contains a material defect or has not been received by the Owner Trustee, such Person the party making such discovery shall give prompt notice to the other such Personsand to the Trustee (other than in cases where the Trustee has given notice thereof). If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersSecurity holders in and to the related Contract, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller Servicer shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller Servicer is unable to do so, it shall purchase such Contract on from the Buyer through a deposit into the Master Servicer Report Date next succeeding Collections Account no later than the end of the Collection Period during which such 90-day period from the Issuer for expired of an amount equal to the related Repurchase Amount in purchase price paid by the manner set forth in Buyer for such Contract less any lease payments from the Obligor relating to the Contract after the Buyer's purchase of the Contract. Upon such deposit, the Servicer shall be entitled to request a release of the defective Contract from the lien of the Indenture pursuant to Section 5.044.4(a) of the Indenture. Upon any such purchase, the Owner Buyer and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to Servicer any Contract purchased hereunder. The sole remedy It is understood that, without limiting the meaning of the Issuerterm "materially and adversely affects," the interest of the Securityholders shall be deemed materially and adversely affected if (i) the Buyer, the Owner Trustee, the Indenture Trustee or the of any such Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to enforce the Seller's are put under any obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by pay any other Person any of them such money as a result of third-party claims arising out any such defect or misrepresentation, or (ii) the Trustee or the Holders of Securities representing not less than 25% of the events or facts giving rise aggregate principal amount of the Outstanding Securities, acting reasonably, determine, by notice to such breach.the Buyer, that

Purchase of Certain Contracts. The representations and warranties of the Seller WFS set forth in Section 3.01 3 shall survive delivery of the Contract Documents to the Owner Trustee WFSRC3 or as directed by WFSRC3 and shall continue until the termination of this Agreement. Upon discovery by the SellerWFSRC3, the Master Servicer WFS or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Subsequent Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner TrusteeWFSRC3, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersWFSRC3, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller WFS shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller WFS is unable to do so, it WFS shall purchase such Subsequent Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer WFSRC3 for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04for that Subsequent Contract. Upon any such purchaserepurchase, the Owner Trustee WFSRC3 shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller WFS title to any Subsequent Contract purchased repurchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders WFSRC3 with respect to a breach of the Seller's representations a WFS representation and warranties warranty pursuant to Section 3.01 3 shall be to enforce the Seller's WFS’s obligation to repurchase Subsequent Contracts pursuant to this Section; provided, however, that the Seller WFS shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders WFSRC3 against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them it as a result of third-party claims arising out of the events or facts giving rise to such breach.

Purchase of Certain Contracts. The representations and warranties of the Seller WFS set forth in Section 3.01 3 shall survive delivery of the Contract Documents to the Owner Trustee WFSRC3 or as directed by WFSRC3 and shall continue until the termination of this Agreement. Upon discovery by the SellerWFSRC3, the Master Servicer WFS or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Subsequent Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner TrusteeWFSRC3, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersWFSRC3, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller WFS shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller WFS is unable to do so, it WFS shall purchase such Subsequent Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer WFSRC3 for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04for that Subsequent Contract. Upon any such purchaserepurchase, the Owner Trustee WFSRC3 shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller WFS title to any Subsequent Contract purchased repurchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders WFSRC3 with respect to a breach of the Seller's representations a WFS representation and warranties warranty pursuant to Section 3.01 shall be to enforce the Seller's obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.to

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner Trustee, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee Trustee, the Issuer or the Issuer Insurer, the Seller shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04. Upon any such purchase, the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to require the Seller to enforce the SellerMaster Servicer's obligation to repurchase Contracts pursuant to this SectionSection 4.07; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Insurer, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.against

Purchase of Certain Contracts. The representations and warranties of the Seller Servicer set forth in Section 3.01 4.4 of the Indenture with respect to each Contract shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreementso long as such Contract remains outstanding. Upon discovery by the SellerBuyer, the Master Servicer or the Owner Trustee, as the case may be, Trustee that any of such representations and or warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or the Servicer or contains a material defect or has not been received by the Owner Trustee, such Person the party making such discovery shall give prompt notice to the other such Personsand to the Trustee (other than in cases where the Trustee has given notice thereof). If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersSecurityholders in and to the related Contract, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller Servicer shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller Servicer is unable to do so, it shall purchase such Contract on from the Buyer through a deposit into the Master Servicer Report Date next succeeding Collections Account no later than the end of the Collection Period during which such 90-day period from the Issuer for expired of an amount equal to the related Repurchase Amount in purchase price paid by the manner set forth in Buyer for such Contract less any lease payments from the Obligor relating to the Contract after the Buyer's purchase of the Contract. Upon such deposit, the Servicer shall be entitled to request a release of the defective Contract from the lien of the Indenture pursuant to Section 5.044.4(a) of the Indenture. Upon any such purchase, the Owner Buyer and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to Servicer any Contract purchased hereunder. The sole remedy It is understood that, without limiting the meaning of the Issuerterm "materially and adversely affects," the interest of the Securityholders shall be deemed materially and adversely affected if (i) the Buyer, the Owner Trustee, the Indenture Trustee or the of any such Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to enforce the Seller's are put under any obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by pay any other Person any of them such money as a result of third-party claims arising out any such defect or misrepresentation, or (ii) the Trustee or the Holders of Securities representing not less than 25% of the events aggregate principal amount of the Outstanding Securities, acting reasonably, determine, by notice to the Buyer, that such defect or facts giving rise misrepresentation materially and adversely affects the interests of the Holders of Securities in and to such breacha Contract.

Purchase of Certain Contracts. The representations and warranties of the Seller Servicer set forth in Section 3.01 4.4 of the Indenture with respect to each Contract shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreementso long as such Contract remains outstanding. Upon discovery by the SellerBuyer, the Master Servicer or the Owner Trustee, as the case may be, Trustee that any of such representations and or warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or the Servicer or contains a material defect or has not been received by the Owner Trustee, such Person the party making such discovery shall give prompt notice to the other such Personsand to the Trustee (other than in cases where the Trustee has given notice thereof). If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersSecurity holders in and to the related Contract, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller Servicer shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller Servicer is unable to do so, it shall purchase such Contract on from the Buyer through a deposit into the Master Servicer Report Date next succeeding Collections Account no later than the end of the Collection Period during which such 90-day period from the Issuer for expired of an amount equal to the related Repurchase Amount in purchase price paid by the manner set forth in Buyer for such Contract less any lease payments from the Obligor relating to the Contract after the Buyer's purchase of the Contract. Upon such deposit, the Servicer shall be entitled to request a release of the defective Contract from the lien of the Indenture pursuant to Section 5.044.4(a) of the Indenture. Upon any such purchase, the Owner Buyer and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to Servicer any Contract purchased hereunder. The sole remedy It is understood that, without limiting the meaning of the Issuerterm "materially and adversely affects," the interest of the Securityholders shall be deemed materially and adversely affected if (i) the Buyer, the Owner Trustee, the Indenture Trustee or the of any such Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to enforce the Seller's are put under any obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by pay any other Person any of them such money as a result of third-party claims arising out any such defect or misrepresentation, or (ii) the Trustee or the Holders of Securities representing not less than 25% of the events aggregate principal amount of the Outstanding Securities, acting reasonably, determine, by notice to the Buyer, that such defect or facts giving rise misrepresentation materially and adversely affects the interests of the Holders of Securities in and to such breacha Contract.

Purchase of Certain Contracts. The representations and warranties of the Seller WFS set forth in Section 3.01 3 shall survive delivery of the Contract Documents to the Owner Trustee WFSRC3 or as directed by WFSRC3 and shall continue until the termination of this Agreement. Upon discovery by the SellerWFSRC3, the Master Servicer WFS or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Subsequent Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner TrusteeWFSRC3, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the NoteholdersWFSRC3, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller WFS shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller WFS is unable to do so, it WFS shall purchase such Subsequent Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer WFSRC3 for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04for that Subsequent Contract. Upon any such purchaserepurchase, the Owner Trustee WFSRC3 shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller WFS title to any Subsequent Contract purchased repurchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders WFSRC3 with respect to a breach of the Seller's representations a WFS representation and warranties warranty pursuant to Section 3.01 3 shall be to enforce the SellerWFS's obligation to repurchase Subsequent Contracts pursuant to this Section; provided, however, that the Seller WFS shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders WFSRC3 against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them it as a result of third-party claims arising out of the events or facts giving rise to such breach.