Common use of Repurchase of Receivables Clause in Contracts

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or any assignee thereof) in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the Securityholders and knowledge of the Seller as to the facts stated therein, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the option time of the RPA Seller, breach or at the last day in time the first Collection Period following the Collection Period in which such discovery is representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the option time of the RPA Seller, breach or at the last day in time the first Collection Period following the Collection Period in which such discovery is representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of If a breach of any representation or warranty set forth on Exhibit A in Section 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in sixtieth (60th) day after the date on which the discovery Seller becomes aware of the such breach is made or notice is received, failure as the case may be (or, at the option of the RPA Seller, the last day described in the first Collection Period following the Collection Period in which such discovery is madeSection 3.5(b), the RPA Seller shall repurchase such Receivable from the Purchaser on the Distribution Date following such Collection Period. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of for the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect Amount of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty AmountPurchaser. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto Receivable and all proceeds thereofother related assets described in Section 2.1(a). The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this SectionSection 3.5(c). The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to set forth in Section 2.03(a) 3.4 shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionSection 3.5(c).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been 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 (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of If a breach of any representation or warranty set forth on Exhibit A in Section 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in sixtieth (60th) day after the date on which the discovery Seller becomes aware of the such breach is made or notice is received, failure as the case may be (or, at the option of the RPA Seller, the last day described in the first Collection Period following the Collection Period in which such discovery is madeSection 3.5(b), the RPA Seller shall repurchase such ReceivableReceivable from the Purchaser on the Distribution Date following such Collection Period. In consideration of for the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect Amount of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty AmountPurchaser. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto Receivable and all proceeds thereofother related assets described in Section 2.1(a). The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this SectionSection 3.5(c). The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to set forth in Section 2.03(a) 3.4 shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionSection 3.5(c).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been 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 (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been 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 (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee[, the Delaware Trustee Trustee] or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been 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 (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of If a breach of any representation or warranty set forth on Exhibit A in Section 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in sixtieth (60th) day after the date on which the discovery Seller becomes aware of the such breach is made or notice is received, failure as the case may be (or, at the option of the RPA Seller, the last day described in the first Collection Period following the Collection Period in which such discovery is madeSection 3.5(b), the RPA Seller shall repurchase such ReceivableReceivable from the Purchaser on the Distribution Date following such Collection Period. In consideration of for the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect Amount of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty AmountPurchaser. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto Receivable and all proceeds thereofother related assets described in Section 2.1. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this SectionSection 3.5(c). The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to set forth in Section 2.03(a) 3.4 shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionSection 3.5(c).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which 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 or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of 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 warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In (a) The Depositor hereby covenants and agrees to deliver to the event Issuer, the Contributor, the Servicer, the Agent and the Indenture Trustee prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Depositor contained or the Securityholders and unless the breach shall have been cured deemed to be contained in Section 3.02(a) hereof with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Trustee Agent or the Servicer of (a) a Nonconforming Receivable, or (b) the failure to deliver any document required to be included in any Custodian File or file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in this Agreement or the Indenture, the Indenture Trustee, as applicable, Trustee has no obligation to review or monitor the Receivables or the Deposited Assets for compliance with the representations and warranties or delivery requirements set forth herein. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on such Receivable or its collectibility or the Noteholders and shall execute such documents and instruments of transfer not have been (A) cured within thirty (30) days following notice thereof or assignment and take such other actions as shall reasonably be requested (B) waived by the RPA Seller Majority Holders following notice thereof or (ii) the failure to effect deliver to the conveyance Custodian such Custodian File documents or UCC Financing Statements shall not have been cured within the time period required herein (other than the Certificates of such Receivable pursuant to this Section. The sole remedy of the PurchaserTitles, the Issuer, the Trustees or the Securityholders with respect to which the Contributor shall have three (3) Business Days after the one hundred eighty (180) day period set forth in Section 3.02(a)(xvii)), the Depositor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of the RPA Seller’s representations a representation and warranties pursuant to warranty set forth in paragraphs (ii), (iii), (v), (vii), (ix), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx), (xxi), (xxii), (xxviii), (xxx) and (xxxii) of Section 2.03(a3.02(a) automatically shall be deemed to require have a material adverse effect on the RPA Seller applicable Receivable or the Noteholders. The Issuer shall transfer to the Depositor the Receivable (and the Deposited Assets relating solely to such Receivable) affected by such breach or failure to deliver; provided, that such transfer and assignment shall only be made upon receipt by the Issuer of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Issuer shall be entitled to enforce the obligations of the Depositor, the Contributor and each applicable Dealer under this Agreement, the Contribution Agreement and the applicable Dealer Agreement, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Issuer (i) to enforce the obligations of the Depositor to repurchase such Receivable under this Agreement, (ii) to enforce the related Receivables pursuant obligations of the Contributor to this Sectionrepurchase such Receivable under the Contribution Agreement and (iii) to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) (including by means of a subsequently discovered breach of any local law or ruling or regulation thereunder) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerServicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or either Trustee of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer as of the close of business on the last day of such Collection Period, by depositing an amount equal to the Purchase Amount into the Collection Account on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) whether or not the Seller or the Purchaser 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 purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), which Liens 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, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or and the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer or the Securityholders any [Certificateholders][Securityholders] in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 mademade or such notice received), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the Lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of any [Certificateholders][Securityholders] in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) (including by means of a subsequently discovered breach of any local law or ruling or regulation thereunder) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerMaster Servicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or any Noteholder of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer as of the close of business on the last day of such Collection Period, by depositing an amount equal to the Purchase Amount into the Collection Account on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) except as otherwise noted whether or not the Seller or the Purchaser 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 purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), 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, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.. ARTICLE FOUR

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which 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 or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of 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 warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. The sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which 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 or such notice received). This repurchase obligation shall obtain for all representations and warranties of the 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 warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. The sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer [Certificateholders][Securityholders] [the Purchaser (or the Securityholders and any assignee thereof)] in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which 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 or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of 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 warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the [Certificateholders] [Securityholders] [the Purchaser (or any assignee thereof)] with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. [The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code ss.349.003 as a result of the Purchaseruse of the Law 9/99R and Lexus 10/99 forms of contract to originate the Receivables in Texas, and for any civil liabilities relating to a determination that the Issuerdisclosures in the forms of contracts used to originate Receivables in Massachusetts violate Massachusetts General Laws Chapter 255B, Section 14, or Massachusetts General Laws Chapter 140D and the Trustees or regulations promulgated by the Securityholders Division of Banks thereunder with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionTruth-in-Lending appearing at 209 CMR 32.00.]

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer or the Securityholders and [Certificateholders][Securityholders] in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which 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 or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of 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 warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the [Certificateholders] [Securityholders] with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. [The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code §349.003 if the forms of contracts used are not the forms that are assumed to have been used in Texas in the opinion of Xxxxxx Xxxx, LLP dated as of the PurchaserClosing Date, the Issuer, the Trustees or the Securityholders with respect to a and for any civil liabilities that arise for breach of the RPA Seller’s representations and warranties pursuant to covenant set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section2.04(e).]

Repurchase of Receivables. In (a) The Contributor hereby covenants and agrees to deliver to the event Depositor, the Issuer, the Servicer, the Indenture Trustee and the Agent prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Contributor contained or deemed to be contained in the Securityholders and unless the breach shall have been cured Schedule of Representations attached hereto as Schedule II with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerContributor, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Trustee Agent or the Servicer of (x) a Nonconforming Receivable, or (y) the failure to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Sale and Servicing Agreement or the Indenture, the Indenture Trustee, as applicable, Trustee has no obligation to review or monitor the Receivables or the Contributed Assets for compliance with representations and warranties or delivery requirements. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on the Noteholders or such Receivable or its collectibility and shall execute such documents and instruments of transfer not have been (A) cured within thirty (30) days following notice thereof or assignment and take such other actions as shall reasonably be requested (B) waived by the RPA Seller to effect Majority Holders following notice thereof or (ii) such UCC Financing Statements shall not have been filed within the conveyance of such Receivable pursuant to this Section. The sole remedy of time period required herein or in the PurchaserSale and Servicing Agreement, the Issuer, Contributor shall deposit or cause to be deposited the Trustees or the Securityholders Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs 2, 3, 5, 7, 9, 14, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29 and 30 of Part I of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) Schedule of Representations attached hereto as Schedule II automatically shall be deemed to require have a material adverse effect on the RPA Seller applicable Receivable or the Noteholders. The Depositor shall transfer to the Contributor the Receivable and the Contributed Assets relating solely to such Receivable affected by such breach or failure; provided, that such transfer and assignment shall only be made upon receipt by the Depositor of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Depositor shall be entitled to enforce the obligations of the Contributor and each applicable Dealer under this Agreement and the applicable Dealer Agreement, respectively, and to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Depositor to enforce the obligations of the Contributor to repurchase such Receivable under this Agreement and to enforce the related Receivables pursuant obligation of a Dealer to this Sectionrepurchase such Receivable under the applicable Dealer Agreement.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which in Section 2.3(a) that materially and adversely affects any Receivable or the interests interest of the Issuer Purchaser in any Receivable and unless the breach shall have been cured within thirty (30) days following discovery of the breach or receipt of notice of such breach as the Securityholders case may be, the Seller shall repurchase such Receivable from the Purchaser, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Purchaser’s interest as determined by the Purchaser, is materially and adversely affected by such breach, unless the breach shall have been cured by the last end of such thirty (30) day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Sellerperiod, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivableaggregate Principal Balance of Receivables, such that following such repurchase such representation shall be true and correct with respect to the remainder of Receivables in the aggregate. In consideration of the purchase repurchase of any such ReceivableReceivable by Seller, on the related Payment Date, the RPA Seller shall remit to the Purchaser an amount equal to the Warranty product of the applicable Repurchase Ratio multiplied by the Purchase Payment in Amount with respect of to such Receivable Receivable. Seller undertakes to deliver (or cause to be delivered) to the Purchaser on the applicable Sale Date the Receivable File for each Receivable conveyed hereunder by Seller. Seller and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and shall reconcile the Issuer shallReceivable Files and, without further action, be deemed to transfer, assign and otherwise convey to the RPA Sellerextent necessary, without recourse, representation or warranty, Seller hereby agrees to take all the right, title and interest of either the necessary action to deliver to Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such a completed Receivable pursuant to this SectionFile. The sole and exclusive remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a2.3(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables such Receivable pursuant to this Section; provided, however, that the Seller shall indemnify Purchaser against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The foregoing indemnity shall survive the termination of this Agreement and the transfer of the Receivables to any assign. Upon receipt of the Purchase Amount, the Purchaser shall release to the Seller the related Receivables Files and shall assign the Receivable to Seller.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 3.03(a) which materially and adversely affects the interests of the Issuer Securityholders or the Securityholders Insurer in any Receivable or if the Servicer does not receive the Title Documents for the related Financed Vehicle within 180 days of the Closing Date, the party discovering such breach or non-receipt of the Title Documents shall give prompt written notice to the others and unless the breach shall have been cured by Insurer. As of the last day of the second first Collection Period following the Collection Period in which 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 of the Collection Period in which such discovery is mademade or notice is received), the RPA Seller shall repurchase such Receivable. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) except as otherwise noted whether or not the Seller or the Purchaser has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. Upon breach of Section 3.03(a)(xxviii), 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 of Section 3.03(a)(xxviii) 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 , 2001. In consideration of the purchase repurchase of any such Receivable, on the related Payment Deposit Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Repurchase Payment in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), 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, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Trustees, the Insurer or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In (a) The Depositor hereby covenants and agrees to deliver to the event Issuer, the Contributor, the Servicer, the Agent and the Indenture Trustee prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Depositor contained or deemed to be contained in the Securityholders and unless the breach shall have been cured Schedule of Representations attached hereto as Schedule III with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Trustee Agent or the Servicer of (x) a Nonconforming Receivable, or (y) the failure to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in this Agreement or the Indenture, the Indenture Trustee, as applicable, Trustee has no obligation to review or monitor the Receivables or the Deposited Assets for compliance with the representations and warranties or delivery requirements set forth herein. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on such Receivable or its collectibility or the Noteholders and shall execute such documents and instruments of transfer not have been (A) cured within thirty (30) days following notice thereof or assignment and take such other actions as shall reasonably be requested (B) waived by the RPA Seller to effect Majority Holders following notice thereof or (ii) such UCC Financing Statements shall not have been filed within the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchasertime period required herein, the Issuer, Depositor shall deposit or cause to be deposited the Trustees or the Securityholders Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs 2, 3, 5, 7, 9, 14, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29 and 30 of Part I of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) Schedule of Representations attached hereto as Schedule III automatically shall be deemed to require have a material adverse effect on the RPA Seller applicable Receivable or the Noteholders. The Issuer shall transfer to the Depositor the Receivable (and the Deposited Assets relating solely to such Receivable) affected by such breach or failure; provided, that such transfer and assignment shall only be made upon receipt by the Issuer of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Issuer shall be entitled to enforce the obligations of the Depositor, the Contributor and each applicable Dealer under this Agreement, the Contribution Agreement and the applicable Dealer Agreement, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Issuer (i) to enforce the obligations of the Depositor to repurchase such Receivable under this Agreement, (ii) to enforce the related Receivables pursuant obligations of the Contributor to this Sectionrepurchase such Receivable under the Contribution Agreement and (iii) to enforce the obligations of a Dealer to repurchase such Receivable under the applicable Dealer Agreement.

Repurchase of Receivables. In If (i) any of the event of a breach representations or warranties of any Originator contained in Sections 3.2 or 3.3 hereof were not true with respect to such Originator or any Receivable, as applicable, at the time such representation or warranty set forth on Exhibit A which materially was made and adversely affects as a result thereof, the interests Purchaser is required to repurchase any Receivable from the Transferor pursuant to the Second Tier Purchase Agreement, as a result of the Issuer or Transferor being required to repurchase such Receivable from the Securityholders and unless the breach shall have been cured by the last day Trustee (on behalf of the second Collection Period following the Collection Period in which the discovery Trust) pursuant to subsection 2.4(d) of the breach Pooling and Servicing Agreement or (ii) any Receivable is made or notice is received, as repurchased from the case may be (or, at the option Trust pursuant to Section 2.6 of the RPA SellerPooling and Servicing Agreement, then the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration Originator of the purchase of any such Receivable, on repurchased Receivable shall pay to the related Payment Date, Purchaser immediately upon the RPA Seller shall remit Purchaser's demand therefor an amount equal to the Warranty Purchase Payment Aggregate Receivables Balance of the repurchased Receivables, as well as, in respect the case of such Receivable to a breach of a representation or warranty of an Originator as set forth in clause (i), the Purchaser amount of all losses, damages and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each liabilities of the Purchaser that result from such breach. Upon receipt by the Purchaser of such amounts, the Purchaser shall (and shall cause the Issuer shall, Transferor to) automatically and without further action, action be deemed to transfer, assign and otherwise convey to the RPA Sellersuch Originator, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or (and the Issuer in, Transferor) in and to and under such repurchased Receivable, all monies due or to become due with respect thereto to such Receivable and all proceeds thereofof such Receivable, as well as Recoveries relating to such Receivable. The Purchaser, Purchaser will (and will cause the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall Transferor to) execute such any documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller such Originator to effect evidence the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionOriginator.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) (including by means of a subsequently discovered breach of any local law or ruling or regulation thereunder) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerServicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or either Trustee of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer as of the close of business on the last day of such Collection Period, by depositing an amount equal to the Purchase Amount into the Collection Account on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) whether or not the Seller or the Purchaser 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 purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), which Liens 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, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In (a) The Contributor hereby covenants and agrees to deliver to the event Depositor, the Indenture Trustee and the Agent prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Contributor contained or the Securityholders and unless the breach shall have been cured deemed to be contained in Section 3.02(a) hereof with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerContributor, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Trustee Agent or the Servicer of (a) a Nonconforming Receivable, or (b) the failure to deliver any document required to be included in any Custodian File, or to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Sale and Servicing Agreement or the Indenture, the Indenture Trustee, as applicable, Trustee has no obligation to review or monitor the Receivables or the Contributed Assets for compliance with representations and warranties or delivery requirements. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on the Noteholders or such Receivable or its collectibility and shall execute such documents and instruments of transfer not have been (A) cured within thirty (30) days following notice thereof or assignment and take such other actions as shall reasonably be requested (B) waived by the RPA Seller Majority Holders following notice thereof or (ii) the failure to effect deliver to the conveyance Custodian such Custodian File documents or UCC Financing Statements within the time period required herein or in the Sale and Servicing Agreement (other than the Certificates of such Receivable pursuant to this Section. The sole remedy of the PurchaserTitle, the Issuer, the Trustees or the Securityholders with respect to which the Contributor shall have three (3) Business Days after the one hundred eighty (180) day period set forth in Section 3.02(a)(xvii)), the Contributor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of the RPA Seller’s representations a representation and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.warranty set forth in paragraphs (ii), (iii), (v), (vii), (ix), (xiv), (xv), (xvi),

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders Certificateholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Certificateholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which 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 or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of 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 warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code §349.003 if the forms of contracts used are not the forms that are assumed to have been used in Texas in the opinion of Xxxxxx Xxxx, LLP dated as of the PurchaserClosing Date, the Issuer, the Trustees or the Securityholders with respect to a and for any civil liabilities that arise for breach of the RPA Seller’s representations and warranties pursuant to covenant set forth in Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section2.04(e).

Repurchase of Receivables. In If (i) any of the event representations or warranties of a breach of the Seller contained in Sections 3.2 or 3.3 hereof were not true with respect to the Seller or any Receivable, as applicable, at the time such representation or warranty set forth was made and as a result thereof, the Purchaser is required to repurchase any Receivable from the Trustee (on Exhibit A which materially and adversely affects the interests behalf of the Issuer or the Securityholders and unless the breach shall have been cured by the last day Trust) pursuant to subsection 2.4(d) of the second Collection Period following Pooling and Servicing Agreement or (ii) any Receivable is repurchased from the Collection Period in which the discovery Trust pursuant to Section 2.6 of the breach is made Pooling and Servicing Agreement, then the Seller shall (or notice is received, as shall cause the case may be (or, at the option Originator of the RPA Seller, repurchased Receivable to) pay to the last day in Purchaser immediately upon the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit Purchaser's demand therefor an amount equal to the Warranty Purchase Payment Aggregate Receivables Balances of the repurchased Receivables, as well as, in respect the case of such Receivable to a breach of a representation or warranty of the Purchaser Seller as set forth in clause (i), the amount of all losses, damages and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each liabilities of the Purchaser that result from such breach. Upon receipt by the Purchaser of such amounts, the Purchaser shall (and shall cause the Issuer shall, Trust to) automatically and without further action, action be deemed to transfer, assign and otherwise convey to the RPA Seller (or at the Seller's direction to the related Originator), without recourse, representation or warranty, all the right, title and interest of either the Purchaser or (and the Issuer in, Trust) in and to and under such repurchased Receivable, all monies due or to become due with respect thereto to such Receivable and all proceeds thereofof such Receivable, as well as Recoveries relating to such Receivable. The Purchaser, Purchaser will (and will cause the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall Trust to) execute such any documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller (or an Originator) to effect evidence the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Seller (or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsuch Originator).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or any assignee thereof) in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the Securityholders and knowledge of the Seller as to the facts stated therein, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, be. This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of this Agreement whether or not the Seller has knowledge of the breach at the option time of the RPA Seller, breach or at the last day in time the first Collection Period following the Collection Period in which such discovery is representations and warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller’s representations and warranties pursuant to this Agreement shall be entitled to receive require the Released Warranty AmountSeller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, 11 title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section. SECTION 2.05.

Repurchase of Receivables. In the event of If a breach of any representation or warranty set forth on Exhibit A in Section 3.4 which the Seller has determined materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in sixtieth (60) day after the date on which the discovery Seller becomes aware of the such breach is made or notice is received, failure as the case may be (or, at the option of the RPA Seller, the last day described in the first Collection Period following the Collection Period in which such discovery is madeSection 3.5(b), the RPA Seller shall repurchase such ReceivableReceivable from the Purchaser on the Distribution Date following such Collection Period. In consideration of for the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect Amount of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty AmountPurchaser. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto Receivable and all proceeds thereofother related assets described in Section 2.1. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this SectionSection 3.5(c). The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s representations and warranties pursuant to set forth in Section 2.03(a) 3.4 shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionSection 3.5(c).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by Subject to the last day sentence of the second Collection Period following the Collection Period in which 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 madethis subsection 2.5(b), the RPA Seller Company shall repurchase such Receivable. In consideration of repurchase, or cause to be repurchased, each Ineligible Receivable required to be repurchased pursuant to subsection 2.5(a) by depositing in the purchase of any such Receivable, on Collection Accounts in immediately available funds no later than the Business Day following the related Payment Date, the RPA Seller shall remit Repurchase Obligation Date an amount equal to the Warranty Purchase Payment in respect lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable to (the Purchaser and shall be entitled to receive the Released Warranty "Transfer Deposit Amount"). Upon any such repurchase, each transfer or deposit of the Purchaser Transfer Deposit Amount, the Trust shall automatically and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA SellerCompany, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, Trust in and to and under such repurchased Ineligible Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such repurchased Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Company to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsubsection. Except as otherwise specified in any Supplement, the obligation of the Company to repurchase any Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Investor Certificateholders) unless such obligation is not satisfied in full in accordance with the terms of this Agreement.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by Subject to the last day sentence of the second Collection Period following the Collection Period in which 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 madethis subsection 2.5(b), the RPA Seller Company shall repurchase such Receivable. In consideration of repurchase, or cause to be repurchased, each Ineligible Receivable required to be repurchased pursuant to subsection 2.5(a) by depositing in the purchase of any such Receivable, Collection Account in immediately available funds on the Business Day following the related Payment Date, the RPA Seller shall remit Repurchase Obligation Date an amount equal to the Warranty Purchase Payment in respect lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable to (the Purchaser and shall be entitled to receive the Released Warranty Amount"TRANSFER DEPOSIT AMOUNT"). Upon any such repurchase, each transfer or deposit of the Purchaser Transfer Deposit Amount, the Trust shall automatically and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA SellerCompany, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, Trust in and to and under such repurchased Ineligible Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such repurchased Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Company to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsubsection. Except as otherwise specified in any Supplement, the obligation of the Company to repurchase any Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Investor Certificateholders) unless such obligation is not satisfied in full in accordance with the terms of this Agreement.

Repurchase of Receivables. In (a) The Contributor hereby covenants and agrees to deliver to the event Depositor, the Indenture Trustee and the Agent prompt written notice of the occurrence of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer representations and warranties of the Contributor contained or the Securityholders and unless the breach shall have been cured deemed to be contained in Section 3.02(a) hereof with respect to a Receivable transferred hereunder. Upon discovery by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerContributor, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The PurchaserDepositor, the Issuer, the Owner Indenture Trustee, the Delaware Trustee Agent or the Servicer of (a) a Nonconforming Receivable, or (b) the failure to deliver any document required to be included in any Custodian File, or to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure to deliver shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Sale and Servicing Agreement or the Indenture, the Indenture Trustee, as applicable, Trustee has no obligation to review or monitor the Receivables or the Contributed Assets for compliance with representations and warranties or delivery requirements. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on the Noteholders or such Receivable or its collectibility and shall execute such documents and instruments of transfer not have been (A) cured within thirty (30) days following notice thereof or assignment and take such other actions as shall reasonably be requested (B) waived by the RPA Seller Majority Holders following notice thereof or (ii) the failure to effect deliver to the conveyance Custodian such Custodian File documents or UCC Financing Statements within the time period required herein or in the Sale and Servicing Agreement (other than the Certificates of such Receivable pursuant to this Section. The sole remedy of the PurchaserTitle, the Issuer, the Trustees or the Securityholders with respect to which the Contributor shall have three (3) Business Days after the one hundred eighty (180) day period set forth in Section 3.02(a)(xvii)), the Contributor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of the RPA Seller’s representations a representation and warranties pursuant to warranty set forth in paragraphs (ii), (iii), (v), (vii), (ix), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx), (xxi), (xxii), (xxviii), (xxx) and (xxxii) of Section 2.03(a3.02(a) automatically shall be deemed to require have a material adverse effect on the RPA Seller applicable Receivable or the Noteholders. The Depositor shall transfer to the Contributor the Receivable and the Contributed Assets relating solely to such Receivable affected by such breach or failure to deliver; provided, that such transfer and assignment shall only be made upon receipt by the Depositor of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Depositor shall be entitled to enforce the obligations of the Contributor and each applicable Dealer under this Agreement and the applicable Dealer Agreement, respectively, and to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Depositor to enforce the obligations of the Contributor to repurchase such Receivable under this Agreement and to enforce the related Receivables pursuant obligation of a Dealer to this Sectionrepurchase such Receivable under the applicable Dealer Agreement.

Repurchase of Receivables. In To the event of a breach of extent that any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Seller under the Issuer Purchase Agreement with respect to any Series Receivable, or, to the extent that any representation or warranty in any certificate delivered by Imperial Holdings for, and on behalf of, Seller (in its capacity as a sole shareholder, member or manager of the Securityholders Seller), in any case with respect to any Series Receivable and unless in connection with any of the breach opinions of counsel delivered on the Closing Date, was in any case incorrect in any material respect when made or deemed made, the Issuer shall in any case within five Business Days after learning thereof, cause the Seller to (x) convey to the Issuer, in exchange for such affected Series Receivable, one or more different Eligible Receivables (1) to be described on a List of Receivables delivered to the Trustee, (2) having a Discounted Receivables Balance approximately equal to (but not less than) that of the Receivable being so replaced (provided that for purposes of this clause, the Discounted Receivables Balance of such Series Receivable being so replaced shall be calculated by treating any past due Scheduled Payments thereon as if such payments were due on the date of such calculation and the Discounted Receivables Balance of the replacement Series Receivable shall be calculated without giving effect to any past due Scheduled Payments owing thereon) and (3) the Settlement Annuity Provider(s) and/or Obligor(s), as applicable, related thereto shall have been cured by a rating of at least “Baa3” from Xxxxx’x, “BBB-” from S&P or “B+” from A.M. Best (or any successor thereto) and/or (y) repurchase, in cash delivered to the last day of Series Collection Account for such Series, such affected Series Receivable from the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit Issuer for an amount equal to the Warranty Purchase Payment in respect Discounted Receivables Balance (as calculated by treating any past due Scheduled Payments thereon as if such payments were due on the date of such calculation) of such Series Receivable, whereupon, in any case, (a) the Series Receivable being replaced or repurchased shall cease to be a “Series Receivable” and, in the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon case of clause (x), any such repurchase, each new Receivable shall become a “Series Receivable” (it being agreed that the incorrectness of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, any such representation or warranty, all and the rightobligations of the Seller pursuant to this clause (s) resulting therefrom, title and interest shall in each case, be determined without giving effect to any limitation on the “knowledge,” “best of either knowledge” or other similar limitation on the Purchaser knowledge of the Seller, or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture TrusteeImperial Holdings, as applicable, contained in any such representation or warranty) and (b) the Trustee shall execute release the Issuer’s interest in such documents and instruments affected Series Receivable from the lien of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable Trustee effected pursuant to this Section. The sole remedy of the PurchaserGranting Clause and pursuant to the Supplement (and shall, at the Issuer’s expense, execute and deliver to the Trustees or the Securityholders with Issuer all necessary UCC releases and other releases in respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionthereof).

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests interest of the Issuer Purchaser (or the Securityholders and any assignee thereof) in any Receivable, unless the such breach shall have been cured in all material respects, the Seller shall repurchase such Receivable by the last day of the second Collection Period following the Collection Period in which 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 or such notice received). This repurchase obligation shall obtain for all representations and warranties of the Seller contained in Section 2.03(a) of 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 warranties were made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser Purchaser, and the Seller shall be entitled to receive the Released Warranty AmountAmount from (or on behalf of) the Purchaser. Except as described below, the sole remedy of the Purchaser (or any assignee thereof) with respect to a breach of the Seller's representations and warranties pursuant to this Agreement shall be to require the Seller to repurchase the related Receivable pursuant to this Section. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, Purchaser or the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy Seller hereby indemnifies the Purchaser for any civil liabilities that arise under Texas Finance Code §349.003 as a result of the Purchaseruse of the Law 9/99R and Lexus 10/99 forms of contract to originate the Receivables in Texas, and for any civil liabilities relating to a determination that the Issuerdisclosures in the forms of contracts used to originate Receivables in Massachusetts violate Massachusetts General Laws Chapter 255B, Section 14, or Massachusetts General Laws Chapter 140D and the Trustees or regulations promulgated by the Securityholders Division of Banks thereunder with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionTruth-in-Lending appearing at 209 CMR 32.00.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A in Section 2.03(a) which materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been 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 (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the [Owner Trustee, the Delaware Trustee ] [or the Indenture Trustee], as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by Subject to the last day sentence of the second Collection Period following the Collection Period in which 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 madethis subsection 2.5(b), the RPA Seller Company shall repurchase such Receivable. In consideration of repurchase, or cause to be repurchased, each Ineligible Receivable required to be repurchased pursuant to subsection 2.5(a) by depositing in the purchase of any such Receivable, Collection Account in immediately available funds on the Business Day following the related Payment Date, the RPA Seller shall remit Repurchase Obligation Date an amount equal to the Warranty Purchase Payment in respect lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable to (the Purchaser and shall be entitled to receive the Released Warranty Amount"TRANSFER DEPOSIT AMOUNT"). Upon any such repurchase, each transfer or deposit of the Purchaser Transfer Deposit Amount, the Trust shall automatically and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA SellerCompany, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, Trust in and to and under such repurchased Ineligible Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such repurchased Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Company to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Sectionsubsection. Except as otherwise specified in any Supplement, the obligation of the Company to repurchase any Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Investor Certificateholders).

Repurchase of Receivables. In the event of a breach of any representation or and warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and in Section 2.03(a), unless the breach shall have been cured by the last day of the second Collection Period Record Date following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerFleetwood Credit's option, the last day in the first Collection Period Record Date following the Collection Period in which such discovery is madediscovery), the RPA Seller Fleetwood Credit shall repurchase any Receivable materially and adversely affected by the breach, as of such ReceivableRecord Date. In consideration of the purchase repurchase of any such Receivable, on the related Payment Date, the RPA Seller Fleetwood Credit shall remit an amount equal to the Warranty Purchase Payment in respect Repurchase Amount of such Receivable (less the amount of any Liquidation Proceeds with respect to such Receivable deposited, or to be deposited, by Fleetwood Credit, as Servicer, in the Certificate Account pursuant to Section 13.03 of the Pooling and Servicing Agreement) to the Purchaser Purchaser. In the event that, as of the date of execution and delivery of this Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty Amountlien granted by the related Receivable (whether or not Fleetwood Credit has knowledge thereof), and such breach materially and adversely affects the interests of the Receivable, Fleetwood Credit shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA SellerFleetwood Credit, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller Fleetwood Credit to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Purchaser with respect to a breach of the RPA Seller’s Fleetwood Credit's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens shall be to require the RPA Seller Fleetwood Credit to repurchase the related Receivables pursuant to this Section.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially under Section 2.3 is not true and adversely affects the interests correct as of the Issuer date specified therein with respect to any Receivable or Account and the Securityholders Purchaser is, as the result of any such breach, required to accept a reassignment of such Receivable or all Receivables in such Account pursuant to Section 2.04(c) of the Pooling and unless the breach shall have been cured Servicing Agreement, then, within thirty (30) days (or such longer period as may be agreed to by the last day Purchaser) of the second Collection Period following the Collection Period in which earlier to occur of the discovery of any such event by the breach is made Seller or the Purchaser, or receipt by the Seller or the Purchaser of written notice is received, as of any such event given by the case may be (or, at the option of the RPA SellerTrustee or any Enhancement Provider, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration the Receivable or Receivables of which the purchase of any such Receivable, Purchaser is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the related Payment Date, Business Day preceding the RPA Determination Date on which such reassignment is to occur. The Seller shall remit purchase each such Receivable pursuant to this Section 2.4 by making a payment to the Purchaser in immediately available funds on the Business Day preceding the Determination Date on which such reassignment is to occur in an amount equal to the Warranty Purchase Payment in respect Price for such Receivable. Upon payment of the Purchase Price by delivery of such Receivable to immediately available funds, the Purchaser shall automatically and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, action be deemed to sell, transfer, assign assign, set over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, in and to such Receivable and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable Receivables pursuant to this Section. The sole remedy obligation of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase any such Receivable shall constitute the related Receivables pursuant sole remedy respecting the event giving rise to this Sectionsuch obligation available to the Purchaser and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase of Receivables. In If, with respect to any Purchased Receivable, such Receivable did not constitute an Eligible Receivable on the event date such Receivable became a Purchased Receivable (or if the Buyer notifies the Originator that any Receivable which became a Purchased Receivable on the date of a breach of such Purchase is not an Eligible Receivable) or the Originator shall have breached any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which 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 such Receivable. In consideration of the purchase of any hereunder with respect to such Receivable, then the Originator shall, on the related Payment next succeeding Purchase Date, repurchase such Purchased Receivable for the RPA Seller shall remit repurchase price specified in the following sentence. The Originator shall, on the Purchase Date coinciding with such repurchase, pay to the Buyer an amount equal to the Warranty Purchase Payment in respect Outstanding Balance of such Purchased Receivable plus accrued interest thereon as of such Purchase Date. The proceeds of any such repurchase shall be paid to the Purchaser and Buyer by depositing such proceeds into the Collection Account. Any such repurchase shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, made without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation recourse or warranty, all express or implied, by the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereofBuyer. The PurchaserImmediately following each repurchase, the IssuerOriginator shall make available to the Buyer an updated schedule of all Purchased Receivables, the Owner Trustee, the Delaware Trustee or the Indenture Trusteewhich schedule, as applicableamended from time to time, shall execute such documents be incorporated into, and instruments of transfer or assignment and take such other actions made a part of, this Agreement as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this SectionExhibit D hereto.

Repurchase of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A pursuant to Section 3.03(a) which materially and adversely affects the interests of the Purchaser, the Issuer or the Securityholders and unless the breach Noteholders in any Receivable that shall not have been cured by the close of business on the last day of the second Collection Period following which includes the Collection Period in 30th day after the date on which the discovery of Seller becomes aware of, or receives written notice from the breach is made or notice is received, as the case may be (or, at the option of the RPA SellerMaster Servicer, the last day in the first Collection Period following the Collection Period in which such discovery is made)Purchaser, the RPA Issuer or any Noteholder of such breach, the Seller shall repurchase such ReceivableReceivable from the Issuer on the related Deposit Date. This repurchase obligation shall apply to all representations and warranties contained in Section 3.03(a) except as otherwise noted whether or not the Seller or the Purchaser 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 purchase repurchase of any such Receivable, on Receivable the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment Amount in respect of such Receivable to the Purchaser Issuer in the manner set forth in the Sale and Servicing Agreement. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be entitled to receive prior to, or equal or coordinate with, the Released Warranty AmountLien granted by the related Receivable (whether or not the Seller has knowledge thereof), 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, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign assign, set-over and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all other related assets described in Section 2.01(a) or 2.01(b) and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders Noteholders with respect to a breach of the RPA Seller’s 's representations and warranties pursuant to Section 2.03(a3.03(a) or with respect to the existence of any such Liens or claims shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.. ARTICLE FOUR