Common use of Repurchase of Receivables Upon Breach Clause in Contracts

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and 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 Repurchase Events.

Repurchase of Receivables Upon Breach. Upon In the occurrence event of a Repurchase Event, Seller shall, breach of any representation or warranty set forth on Exhibit A to the Receivables Purchase Agreement which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach which is the subject of such Repurchase Event shall have been cured by the last day of the second Collection Period following the Collection Period in all material respectswhich the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase the such Receivable relating thereto from the Issuer if and only if Issuer. On the interests of Business Day before the Noteholders therein are materially and adversely affected by any such breach andrelated Payment Date, simultaneously with the repurchase of the Receivable, RPA Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.05. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the RPA Seller, all right, title and interest of the Sale Issuer in, to and Servicing Agreementunder such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. Notwithstanding any The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller actions as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with reasonably requested by the terms hereof notwithstanding RPA Seller to effect the failure conveyance of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreementpursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Exhibit A to the Receivables Purchase Agreement shall be to require the RPA Seller to repurchase the related Receivable pursuant to this Section. Neither the Owner Trustee, Trustee nor the Noteholders and Indenture Trustee shall have any duty to conduct an affirmative investigation as to the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses occurrence of counsel, which may be asserted against any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or incurred by the eligibility of any Receivables for purposes of them as a result of third party claims arising out of the events or facts giving rise to such Repurchase Eventsthis Agreement.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Issuer, the Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering or obtaining actual knowledge of such breach, as applicable, shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with Seller contained in Section 2.03 whether or not the repurchase Seller has knowledge of the Receivablebreach at the time of the breach or at the time the representations and warranties were made. On the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.05. In the event that, as of the Sale date of execution and Servicing Agreement. Notwithstanding any other provision delivery of this Agreement Agreement, any Liens or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC’s obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner TrusteeTrustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Xxxxxxxxxx Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and 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 Repurchase Events.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with Seller contained in Section 2.03 whether or not the repurchase Seller has knowledge of the Receivablebreach at the time of the breach or at the time the representations and warranties were made. On the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.05. In the event that, as of the Sale date of execution and Servicing Agreement. Notwithstanding any other provision delivery of this Agreement Agreement, any Liens or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC’s obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner TrusteeTrustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon The Depositor, the occurrence Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of a Repurchase Event, Seller shall, unless any breach or failure to be true of the representations and warranties set forth in Exhibit A. If such breach which is the subject of such Repurchase Event or failure shall not have been cured in all material respectsby the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Seller becomes aware of, repurchase the Receivable relating thereto or receives written notice from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereofDepositor, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders Servicer or the Owner Trustee on behalf of, such breach or failure, and such breach or failure materially and adversely affects the interest of the Certificateholder. The provisions of this Section 5.1 are intended to grant Issuer in a Receivable, the Seller shall repurchase such Receivable from the Issuer and as of the Trust Collateral Agent close of business on the last day of such Collection Period. In consideration of the repurchase of a direct right against Seller to demand performance Receivable hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or shall remit the Purchaser in accordance with Section 3.2 Purchase Amount of such Receivable on the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request Deposit Date immediately following such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Collection Period in the manner specified in Section 3.2 4.07. The sole remedy of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders Trustees and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may Securityholders with respect to a breach or failure to be asserted against or incurred by any of them as a result of third party claims arising out true of the events representations and warranties set forth in Exhibit A shall be to require the Seller to repurchase Receivables pursuant to this Section and Section 3.03(c) of the Receivables Purchase Agreement. Neither Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or facts giving rise to such Repurchase Eventsthe eligibility of any Receivable for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC’s obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner TrusteeTrustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering or obtaining actual knowledge of such breach, as applicable, shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with Seller contained in Section 2.03 whether or not the repurchase Seller has knowledge of the Receivablebreach at the time of the breach or at the time the representations and warranties were made. On the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.05. In the event that, as of the Sale date of execution and Servicing Agreement. Notwithstanding any other provision delivery of this Agreement Agreement, any Liens or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC’s obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner TrusteeTrustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller, the Servicer or the Owner Trustee or upon the actual knowledge of the Indenture Trustee of a Repurchase Eventbreach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by Sellerthe related Receivable, Seller which Liens or claims shall indemnify not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, the Trust Collateral AgentTrustees or the Securityholders in such Receivable, the TrusteeSeller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Owner TrusteeIssuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Noteholders Trustees and the Certificateholder Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from and against all coststhe Seller pursuant to the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by Sellerthe related Receivable, Seller which Liens or claims shall indemnify not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, the Trust Collateral AgentTrustees or the Securityholders in such Receivable, the TrusteeSeller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Owner TrusteeIssuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Noteholders Trustees and the Certificateholder Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from and against all coststhe Seller pursuant to the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of the Trustee of a breach of any of the representations and warranties of the Seller set forth in this Agreement that materially and adversely affects the interests of the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable and, if necessary, the Seller shall enforce the obligation of TMCC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall obtain for all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in this Agreement whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the Business Day immediately preceding the related Distribution Date, the Seller shall deposit remit the Warranty Purchase Amount in full, without deduction or offset, Payment of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementReleased Warranty Amount. In addition to the foregoing and notwithstanding whether the related Receivable event that any Liens or claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Trust in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Trustee on behalf of the Trust shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, Seller shall indemnify all right, title and interest of the Issuer, Trustee on behalf of the Trust Collateral Agentin, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Trustee, the Owner Trustee, Trust or the Noteholders and the Certificateholder from and 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 Certificateholders with respect to a result of third party claims arising out breach of the events Seller's representations and warranties pursuant to this Agreement or facts giving rise with respect to the existence of any such Repurchase EventsLiens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce TMCC's obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner TrusteeTrustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and 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 third-party claims arising out of the events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach. Upon The Depositor, the occurrence Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of a Repurchase Event, Seller shall, unless any breach or failure to be true of the representations and warranties set forth in Exhibit A. If such breach which is the subject of such Repurchase Event or failure shall not have been cured in all material respectsby the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Seller becomes aware of, repurchase the Receivable relating thereto or receives written notice from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereofDepositor, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders Servicer or the Owner Trustee on behalf of, such breach or failure, and such breach or failure materially and adversely affects the interest of the Certificateholder. The provisions of this Section 5.1 are intended to grant Issuer in a Receivable, the Seller shall repurchase such Receivable from the Issuer and on the Trust Collateral Agent Distribution Date immediately following such Collection Period. In consideration of the repurchase of a direct right against Seller to demand performance Receivable hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or shall remit the Purchaser in accordance with Section 3.2 Purchase Amount of the Sale and Servicing Agreement may request that the Seller repurchase the related such Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 4.05. The sole remedy of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may Certificateholders with respect to a breach or failure to be asserted against or incurred by any of them as a result of third party claims arising out true of the events representations and warranties set forth in Exhibit A shall be to require the Seller to repurchase Receivables pursuant to this Section or facts giving rise Section 3.03(c) of the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to such Repurchase Eventsconduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or the eligibility of any Receivable for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon The Depositor, the occurrence Seller, the Master Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of a Repurchase Event, Seller shall, unless any breach or failure to be true of the representations and warranties set forth in Exhibit A. If such breach which is the subject of such Repurchase Event or failure shall not have been cured in all material respectsby the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Seller becomes aware of, repurchase the Receivable relating thereto or receives written notice from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereofDepositor, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders Master Servicer or the Owner Trustee on behalf of, such breach or failure, and such breach or failure materially and adversely affects the interest of the Certificateholder. The provisions of this Section 5.1 are intended to grant Issuer in a Receivable, the Seller shall repurchase such Receivable from the Issuer and as of the Trust Collateral Agent close of business on the last day of such Collection Period on the Deposit Date immediately following such Collection Period. In consideration of the repurchase of a direct right against Seller to demand performance Receivable hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or shall remit the Purchaser in accordance with Section 3.2 Purchase Amount of the Sale and Servicing Agreement may request that the Seller repurchase the related such Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 4.08. The sole remedy of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may Certificateholders with respect to a breach or failure to be asserted against or incurred by any of them as a result of third party claims arising out true of the events representations and warranties set forth in Exhibit A shall be to require the Seller to repurchase Receivables pursuant to this Section or facts giving rise Section 3.03(c) of the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to such Repurchase Eventsconduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or the eligibility of any Receivable for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon The Depositor, the occurrence Seller, the Master Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of a Repurchase Event, Seller shall, unless any breach or failure to be true of the representations and warranties set forth in Exhibit A. If such breach which is the subject of such Repurchase Event or failure shall not have been cured in all material respectsby the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Seller becomes aware of, repurchase the Receivable relating thereto or receives written notice from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereofDepositor, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders Master Servicer or the Owner Trustee on behalf of, such breach or failure, and such breach or failure materially and adversely affects the interest of the Certificateholder. The provisions of this Section 5.1 are intended to grant Issuer in a Receivable, the Seller shall repurchase such Receivable from the Issuer and on the Trust Collateral Agent Distribution Date immediately following such Collection Period. In consideration of the repurchase of a direct right against Seller to demand performance Receivable hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or shall remit the Purchaser in accordance with Section 3.2 Purchase Amount of the Sale and Servicing Agreement may request that the Seller repurchase the related such Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 4.05. The sole remedy of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may Certificateholders with respect to a breach or failure to be asserted against or incurred by any of them as a result of third party claims arising out true of the events representations and warranties set forth in Exhibit A shall be to require the Seller to repurchase Receivables pursuant to this Section or facts giving rise Section 3.03(c) of the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to such Repurchase Eventsconduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or the eligibility of any Receivable for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer Issuer, and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and 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 third-party claims arising out of the events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller, the Servicer or the Trustee of a Repurchase Eventbreach of any of the representations and warranties of the Seller set forth in Article Six of the Agreement or Section 12.04 hereof that materially and adversely affects the interests of the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of American Honda under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Article Six of the Agreement or Section 12.04 hereof whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the Business Day immediately preceding the related Distribution Date, the Seller shall deposit remit the Warranty Purchase Amount in full, without deduction or offset, Payment of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Certificate Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 14.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementReleased Warranty Amount. In addition to the foregoing and notwithstanding whether the related Receivable event that any Liens or claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Trust in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Trustee shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Trustee in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the Issuer, the Trust Collateral Agent, conveyance of such Receivable pursuant to this Section. The sole remedy of the Trustee, the Owner Trustee, Trust or the Noteholders and the Certificateholder from and 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 Certificateholders with respect to a result of third party claims arising out breach of the events Seller's representations and warranties pursuant to Article Six of the Agreement or facts giving rise Section 12.04 hereof or with respect to the existence of any such Repurchase EventsLiens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce American Honda's obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach from the Issuer and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer Issuer, and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request Any such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and 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 third-party claims arising out of the events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach. Upon The Depositor, the occurrence Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of a Repurchase Event, Seller shall, unless any breach or failure to be true of the representations and warranties set forth in Exhibit A. If such breach which is the subject of such Repurchase Event or failure shall not have been cured in all material respectsby the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Seller becomes aware of, repurchase the Receivable relating thereto or receives written notice from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereofDepositor, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders Servicer or the Owner Trustee on behalf of, such breach or failure, and such breach or failure materially and adversely affects the interest of the Certificateholder. The provisions of this Section 5.1 are intended to grant Issuer in a Receivable, the Seller shall repurchase such Receivable from the Issuer and as of the Trust Collateral Agent close of business on the last day of such Collection Period on the Deposit Date immediately following such Collection Period. In consideration of the repurchase of a direct right against Seller to demand performance Receivable hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or shall remit the Purchaser in accordance with Section 3.2 Purchase Amount of the Sale and Servicing Agreement may request that the Seller repurchase the related such Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 4.07. The sole remedy of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders Trustees and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may Securityholders with respect to a breach or failure to be asserted against or incurred by any of them as a result of third party claims arising out true of the events representations and warranties set forth in Exhibit A shall be to require the Seller to repurchase Receivables pursuant to this Section and Section 3.03(c) of the Receivables Purchase Agreement. Neither Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or facts giving rise to such Repurchase Eventsthe eligibility of any Receivable for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Transferor, the Servicer or the Owner Trustee or upon the actual knowledge of the Indenture Trustee of a Repurchase Eventbreach of any of the representations and warranties of the Transferor set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, Seller the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Transferor's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Transferor shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Transferor shall enforce the obligation of the Originator under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Transferor. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Transferor contained in Section 2.03 whether or not the Transferor has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, Seller on the related Deposit Date, the Transferor shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by Sellerthe related Receivable, Seller which Liens or claims shall indemnify not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, the Trust Collateral AgentTrustees or the Securityholders in such Receivable, the TrusteeTransferor shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Owner TrusteeIssuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Transferor, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Transferor to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Noteholders Trustees and the Certificateholder from and 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 Securityholders with respect to a result of third party claims arising out breach of the events Transferor's representations and warranties pursuant to Section 2.03 or facts giving rise with respect to the existence of any such Repurchase EventsLiens or claims shall be to require the Transferor to repurchase the related Receivable pursuant to this Section and to enforce the Originator's obligation to repurchase such Receivables from the Transferor pursuant to the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon The Seller, the occurrence _________ or the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of a Repurchase Event, Seller shall, unless any breach of the Seller's representations and warranties made pursuant to Section 12.04 of this Agreement or Section __ of the Receivable Purchase Agreement or of the Seller's representations and warranties made pursuant to Section 12.05 above. Unless any such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase by the Receivable relating thereto last day of the second Collection Period following the discovery thereof by the Trustee or receipt by the Trustee of notice from the Issuer if and only if Seller or the interests Servicer of such breach, the Noteholders therein are Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach andas of such last day (or, simultaneously with at the Seller's option, the last day of the first Collection Period following such discovery or notice). In consideration of the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or shall remit the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase EventWarranty Purchase Payment, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary14.05 PROVIDED, HOWEVER, that the obligation of the Seller to repurchase any receivable arising solely as a result of a breach of the _______'s representations and warranties under this Section 2.03(a) of the Receivables Purchase Agreement is subject to the receipt by the Seller of the Warranty Purchase Payment from the _______. Upon any such repurchase, the Trustee shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Trustee in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Trustee shall not terminate upon a termination execute such documents and instruments of Seller transfer and assignment and take such other actions as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with reasonably requested by the terms hereof notwithstanding Seller to effect the failure conveyance of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreementpursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, The sole remedy of the Trustee, the Owner Trustee, Trust or the Noteholders and the Certificateholder from and 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 Certificateholders with respect to a result of third party claims arising out breach of the events Seller's representations and warranties pursuant to Article Six of the Agreement or facts giving rise Section 12.04 and 12.05 hereof shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce ______________'s obligation to repurchase such Repurchase EventsReceivables from the Seller pursuant to the Receivables Purchase Agreement. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence ------------------------------------- Depositor, the Insurer, the Master Servicer, the Subservicer or the Issuer or upon the actual knowledge of the Indenture Trustee of a Repurchase Eventbreach of any of the representations and warranties set forth in Section 2.02 that materially and adversely affects the interests of the Issuer, the Insurer, the Trustees or the Securityholders in any Receivable or if the Subservicer does not receive the Title Document for the related Financed Vehicle within 180 days of the Closing Date, the party discovering such breach or non-receipt of the Title Document shall give prompt written notice to the others and the Insurer. As of the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the such Receivable relating thereto from the Issuer if Issuer. This repurchase obligation shall apply to all representations and only if warranties contained in Section 2.02, except as otherwise noted, whether or not the interests Depositor or the Seller has knowledge of the Noteholders therein are materially breach at the time of the breach or at the time the representations and adversely affected by any warranties were made. Upon breach of Section 2.02(bb), the Seller shall repurchase such Receivable in the Collection Period in which it discovers or receives notice of such breach. The Seller shall be deemed to have received notice of breach and, simultaneously with of Section 2.02(bb) and shall repurchase the Receivables listed on the Certificate of Title/Lien Exception Report upon receipt of the Certificate of Title/Lien Exception Report in November 2001. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Purchase Amount Repurchase Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.04. In the event that, as of the Sale date of execution and Servicing Agreement. Notwithstanding any other provision delivery of this Agreement Agreement, any Liens or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the Lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such Repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral AgentTrustees, the Trustee, Insurer and the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Neither the Owner Trustee, Trustee nor the Noteholders and Indenture Trustee shall have any duty to conduct an affirmative investigation as to the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses occurrence of counsel, which may be asserted against any condition requiring the repurchase of any Receivable pursuant to this Section or incurred by the eligibility of any Receivables for purposes of them as a result of third party claims arising out of the events or facts giving rise to such Repurchase Eventsthis Agreement.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller, the Servicer or the Trustee of a Repurchase Eventbreach of any of the representations and warranties of the Seller set forth in Article Six of the Agreement or Section 12.04 hereof that materially and adversely affects the interests of the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of American Honda under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall obtain for all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Article Six of the Agreement or Section 12.04 hereof whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the Business Day immediately preceding the related Distribution Date, the Seller shall deposit remit the Warranty Purchase Amount in full, without deduction or offset, Payment of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Certificate Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 14.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementReleased Warranty Amount. In addition to the foregoing and notwithstanding whether the related Receivable event that any Liens or claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Trust in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Trustee shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Trustee in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the Issuer, the Trust Collateral Agent, conveyance of such Receivable pursuant to this Section. The sole remedy of the Trustee, the Owner Trustee, Trust or the Noteholders and the Certificateholder from and 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 Certificateholders with respect to a result of third party claims arising out breach of the events Seller's representations and warranties pursuant to Article Six of the Agreement or facts giving rise Section 12.04 hereof or with respect to the existence of any such Repurchase EventsLiens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce American Honda's obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller, the Servicer, the Owner Trustee or the Indenture Trustee of a Repurchase Eventbreach of any of the representations and warranties of the Seller set forth in Section 2.04 that materially and adversely affects the interests of the Issuer in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if and only if Seller. Notwithstanding the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereofforegoing, the obligation of the Seller to repurchase a Receivable shall not be conditioned on the performance by AHFC to repurchase such Receivable from the Seller pursuant to the Purchase Agreement. This repurchase obligation shall apply to all representations and warranties of the Seller contained in Section 2.04 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. In consideration of the repurchase of any such Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute on the sole remedy against Seller for such breach available to PurchaserBusiness Day immediately preceding the related Payment Date, the Issuer, Seller shall remit the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf Warranty Purchase Payment in respect of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Collection Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.04 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from the Seller pursuant to the Purchase Agreement. Neither the Owner Trustee, Trustee nor the Noteholders and Indenture Trustee shall have any duty to conduct an affirmative investigation as to the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses occurrence of counsel, which may be asserted against any condition requiring the repurchase of any Receivable pursuant to this section or incurred by the eligibility of any Receivables for purposes of them as a result of third party claims arising out of the events or facts giving rise to such Repurchase Eventsthis Agreement.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller, the Servicer or the Owner Trustee or upon the actual knowledge of a Repurchase EventResponsible Officer of the Indenture Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by Sellerthe related Receivable, Seller which Liens or claims shall indemnify not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, the Trust Collateral AgentTrustees or the Securityholders in such Receivable, the TrusteeSeller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Owner TrusteeIssuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Noteholders Trustees and the Certificateholder Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from and against all coststhe Seller pursuant to the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Transferor, the Servicer, the Owner Trustee or the Indenture Trustee of a Repurchase Eventbreach of any of the representations and warranties of the Transferor set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, Seller the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Transferor's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Transferor shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Transferor shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Transferor. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Transferor contained in Section 2.03 whether or not the Transferor has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, Seller on the related Deposit Date, the Transferor shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by Sellerthe related Receivable, Seller which Liens or claims shall indemnify not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, the Trust Collateral AgentTrustees or the Securityholders in such Receivable, the TrusteeTransferor shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Owner TrusteeIssuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Transferor, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Transferor to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Noteholders Trustees and the Certificateholder from and 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 Securityholders with respect to a result of third party claims arising out breach of the events Transferor's representations and warranties pursuant to Section 2.03 or facts giving rise with respect to the existence of any such Repurchase EventsLiens or claims shall be to require the Transferor to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from the Transferor pursuant to the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. in consideration of the repurchase of the any such Receivable, Seller on the related Deposit Date, the seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed entitled to receive the Released Warranty Amount. in accordance with the terms hereof notwithstanding the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner TrusteeTrustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and adversely affected by any such breach and, simultaneously with warranties were made. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement 4.05 and shall be performed in accordance with entitled to receive the terms hereof notwithstanding Released Warranty Amount. In the failure event that, as of the Servicer date of execution and delivery of this Agreement, any Liens or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by Sellerthe related Receivable, Seller which Liens or claims shall indemnify not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, the Trust Collateral AgentTrustees or the Securityholders in such Receivable, the TrusteeSeller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Owner TrusteeIssuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Noteholders Trustees and the Certificateholder Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC’s obligation to repurchase such Receivables from and against all coststhe Seller pursuant to the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Depositor, the Insurer, the Servicer or the Issuer or upon the actual knowledge of the Indenture Trustee of a Repurchase Eventbreach of any of the representations and warranties set forth in Section 2.02 that materially and adversely affects the interests of the Issuer, the Insurer, the Trustees or the Securityholders in any Receivable or if the Servicer does not receive the Title Document for the related Financed Vehicle within 180 days of the Closing Date, the party discovering such breach or non-receipt of the Title Document shall give prompt written notice to the others and the Insurer. As of the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the such Receivable relating thereto from the Issuer if Issuer. This repurchase obligation shall apply to all representations and only if warranties contained in Section 2.02, except as otherwise noted, whether or not the interests Depositor or the Seller has knowledge of the Noteholders therein are materially breach at the time of the breach or at the time the representations and adversely affected by any warranties were made. Upon breach of Section 2.02(bb), the Seller shall repurchase such breach and, simultaneously with Receivable in the Collection Period in which it discovers or receives notice of such breach. In consideration of the repurchase of the any such Receivable, on the related Deposit Date, the Seller shall deposit remit the Purchase Amount Repurchase Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.04. In the event that, as of the Sale date of execution and Servicing Agreement. Notwithstanding any other provision delivery of this Agreement Agreement, any Liens or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the Lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such Repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral AgentTrustees, the Trustee, Insurer and the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.02 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Neither the Owner Trustee, Trustee nor the Noteholders and Indenture Trustee shall have any duty to conduct an affirmative investigation as to the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses occurrence of counsel, which may be asserted against any condition requiring the repurchase of any Receivable pursuant to this Section or incurred by the eligibility of any Receivables for purposes of them as a result of third party claims arising out of the events or facts giving rise to such Repurchase Eventsthis Agreement.

Repurchase of Receivables Upon Breach. Upon The Depositor, the occurrence Seller, the Master Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of a Repurchase Event, Seller shall, unless any breach or failure to be true of the representations and warranties set forth in Exhibit A. If such breach which is the subject of such Repurchase Event or failure shall not have been cured in all material respectsby the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Seller becomes aware of, repurchase the Receivable relating thereto or receives written notice from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereofDepositor, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders Master Servicer or the Owner Trustee on behalf of, such breach or failure, and such breach or failure materially and adversely affects the interest of the Certificateholder. The provisions of this Section 5.1 are intended to grant Issuer in a Receivable, the Seller shall repurchase such Receivable from the Issuer and as of the Trust Collateral Agent close of business on the last day of such Collection Period on the Deposit Date immediately following such Collection Period. In consideration of the repurchase of a direct right against Seller to demand performance Receivable hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or shall remit the Purchaser in accordance with Section 3.2 Purchase Amount of the Sale and Servicing Agreement may request that the Seller repurchase the related such Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 4.08. The sole remedy of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may Certificateholders with respect to a breach or failure to be asserted against or incurred by any of them as a result of third party claims arising out true of the events representations and warranties set forth in Exhibit A shall be to require the Seller to repurchase Receivables pursuant to this Section and Section 3.03(c) of the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or facts giving rise to such Repurchase Eventsthe eligibility of any Receivable for purposes of this Agreement.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Rexxxxxxxx Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and 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 Repurchase Events.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the CertificateholderCertificateholder[s], the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the CertificateholderCertificateholder[s]. The provisions of this Section 5.1 are intended to grant the Issuer Issuer, and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder Certificateholder[s] from and 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 third-party claims arising out of the events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the CertificateholderCertificateholder[s], the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the CertificateholderCertificateholder[s]. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder Certificateholder[s] from and 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 third-party claims arising out of the events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the CertificateholderCertificateholder[s], the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the CertificateholderCertificateholder[s]. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder Certificateholder[s] from and 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 Repurchase Events.

Repurchase of Receivables Upon Breach. Upon discovery by the occurrence Seller or the Servicer or upon the actual knowledge of a Repurchase EventResponsible Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Seller shall, unless the such breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable relating thereto from the Issuer if Seller. This repurchase obligation shall apply to all representations and only if the interests warranties of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with Seller contained in Section 2.03 whether or not the repurchase Seller has knowledge of the Receivablebreach at the time of the breach or at the time the representations and warranties were made. On the related Deposit Date, the Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.05. In the event that, as of the Sale date of execution and Servicing Agreement. Notwithstanding any other provision delivery of this Agreement Agreement, any Liens or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable claims shall have been purchased filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller shall indemnify to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC's obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner TrusteeTrustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses no party to this agreement may waive a material breach 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 Repurchase Eventsrepresentations and warranties contained in Section 2.03 above.

Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent Indenture Trustee on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer Issuer[, the Backup Servicer,] and the Trust Collateral Agent Indenture Trustee a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Indenture Trustee, [the Backup Servicer,] the Owner Trustee, the Noteholders and the Certificateholder from and 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 third-party claims arising out of the events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach. Upon In the occurrence event of a Repurchase Event, Seller shall, breach of any representation or warranty set forth on Exhibit A to the Receivables Purchase Agreement which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach which is the subject of such Repurchase Event shall have been cured by the last day of the second Collection Period following the Collection Period in all material respectswhich the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase the such Receivable relating thereto from the Issuer if and only if Issuer. On the interests of related Payment Date, the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, RPA Seller shall deposit remit the Warranty Purchase Amount Payment in full, without deduction or offset, respect of such Receivable to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place Account in the manner specified in Section 3.2 4.05. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the RPA Seller, all right, title and interest of the Sale Issuer in, to and Servicing Agreementunder such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. Notwithstanding any The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller actions as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with reasonably requested by the terms hereof notwithstanding RPA Seller to effect the failure conveyance of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreementpursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify The sole remedy of the Issuer, the Trust Collateral Agent, Trustees and the Trustee, Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Exhibit A to the Receivables Purchase Agreement shall be to require the RPA Seller to repurchase the related Receivable pursuant to this Section. Neither the Owner Trustee, Trustee nor the Noteholders and Indenture Trustee shall have any duty to conduct an affirmative investigation as to the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses occurrence of counsel, which may be asserted against any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or incurred by the eligibility of any Receivables for purposes of them as a result of third party claims arising out of the events or facts giving rise to such Repurchase Eventsthis Agreement.