Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The SellerDepositor, the Servicer or the TrusteeOwner Trustee (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the SellerWorld Omni’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.01. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Owner Trustee or in which receipt by the Owner Trustee receives of written notice from the Seller Depositor or the Servicer of such breach, the Seller World Omni shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for day (or, at World Omni’s option, the last day of the first Collection Period following the discovery) and World Omni shall deliver a revised Schedule of Receivables to the Depositor and the Trust which shall reflect the repurchase of such Receivables). In consideration of the repurchase of any such Receivable, the Seller World Omni shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.05. Subject to the provisions of Section 6.36.03, the sole remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 3.01 and the agreement contained in this Section shall be to require the Seller World Omni to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the most senior class of Notes then outstanding inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICACNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA CNHCA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICACNHCA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACNHCA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) (i) The Seller, the Servicer Seller or the TrusteeServicer, as the case may be, upon the discovery of any breach of this Agreement by the Seller or (ii) the Backup Servicer, the Owner Trustee or the Indenture Trustee, in each case, upon receipt of written notice or actual knowledge of a breach of the Seller’s representations and warranties made pursuant to Section 3.1, shall inform the other parties to this Agreement and promptly, by notice in writing. If any Noteholder informs a Responsible Officer of the Indenture Trustee promptlyTrustee, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.1, or CNHICA’s representations and warranties made pursuant the Indenture Trustee shall inform the other parties to Section 3.2(b) of this Agreement in the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholder. Any such notice delivered by the Servicer, the Indenture Trustee, the Trust, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party (or, in the case of any such notice delivered by the Indenture Trustee on behalf of a Noteholder, by such Noteholder) that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach of any representation or warranty made pursuant to Section 3.1, unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery or actual knowledge occurs or written notice is given, and the “first month” shall mean the month in which discovery or actual knowledge occurs or notice is given. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause Exeter to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Holding Trust shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Holding Trust, the Owner Trustee, the Indenture Trustee, the Noteholders Backup Servicer or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and or to enforce CNHICA’s the obligation of Exeter to the Seller to repurchase such Receivables pursuant to the Purchase AgreementAgreement (with respect to the EFLLC Receivables). Neither the Owner Trustee nor the Indenture Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of the Seller.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing 5% or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or Servicer, the Trustee, as Issuer and the case may be, Owner Trustee shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s Depositor's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives following written notice from to the Seller or the Servicer Indenture Trustee of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA the Depositor under the Purchase Agreement this Section 2.3 to repurchase any Receivable Receivable, the Issuer's interest in which is materially and adversely affected by any such the breach as of such last dayday (or, at the Depositor's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller Depositor shall remit the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3), in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Depositor's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Depositor to repurchase such Receivables pursuant to this Section 2.3. The obligation of the Depositor to repurchase under this Section 2.3 shall not be solely dependent upon the actual knowledge of the Depositor of any breached representation or warranty. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the Depositor shall only be obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and MMCA promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and warranties made by the Seller pursuant to Section 3.1 2.2. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the close of business on the last day of the second Collection Period which includes the sixtieth (60th) day after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Owner Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interest of such breachthe Trust in a Receivable, the Seller shall be obligatedrepurchase from the Trust such Receivable, and, if necessary, on the Seller or the Trustee shall enforce the obligation Payment Date immediately following such Collection Period. In consideration of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5(a). Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityTrust, the Owner Trustee, the Indenture Trustee, the Noteholders or and the Certificateholders with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section 2.3 and to enforce CNHICA’s the obligation of MMCA to the Seller to repurchase such Receivables Receivable pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and MMCA promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and warranties made by the Seller pursuant to Section 3.1 2.2. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the close of business on the last day of the second Collection Period which includes the 60th day after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Owner Trustee or the Servicer of, such breach or failure, and such breach or failure materially and adversely affects the interest of such breachthe Trust in a Receivable, the Seller shall be obligatedrepurchase from the Trust such Receivable, and, if necessary, on the Seller or the Trustee shall enforce the obligation Payment Date immediately following such Collection Period. In consideration of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5(a). Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityTrust, the Owner Trustee, the Indenture Trustee, the Noteholders or and the Certificateholders with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section 2.3 and to enforce CNHICA’s the obligation of MMCA to the Seller to repurchase such Receivables Receivable pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementSecurityholders in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller's election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable the Securityholders' interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Warranty Purchase Payment of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the Seller's warranty pursuant to Section 3.2(b3.01(a)(iv) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject interest as contemplated therein to the receipt by the Seller date of the Purchase Amount from CNHICArepurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeTrust, the Indenture Trustee, Trustee (by operation of the Noteholders assignment of the Issuer's rights hereunder pursuant to the Indenture) or the Certificateholders any Securityholder with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.01 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, a breach of CNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement, or CNHICACNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA CNHCA under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICACNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement and Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACNHCA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, Collateral Agent and the officers, directors, agents and employees thereof, the Insurer, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing 5% or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or the Owner Trustee, as the case may beIndenture Trustee, the Seller and the Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.02 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period after such breach is discovered by following the Servicer discovery or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachthereof, the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase as of such last day any Receivable materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the repurchasing Seller shall remit the Purchase Amount to the Collection Account and notify in writing the Indenture Trustee of such deposit, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which shall enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA(without regard to any limitations therein as to the Seller’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreementknowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer CPS or the Trustee or in which the Trustee receives written receipt by CPS of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller Receivables Purchase Agreement) shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS’s option, the last day. As consideration for the repurchase day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust or the Securityholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase the aggregate Principal Balance of affected Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. In consideration of the purchase of any Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(5) or (A)(6) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, Trustee and the Noteholders or the Certificateholders Securityholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACPS’s obligation to the Seller to repurchase purchase such Receivables pursuant to the Receivables Purchase Agreement; provided, however, that CPS shall indemnify the Trustee, the Owner Trustee, the Backup Servicer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, that 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. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-1.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, 6.1 or CNHICA’s Credit's representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement or Section 3.2(b) of the Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA Credit under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.55.4; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s Credit's representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement or Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACredit. Subject to the provisions of Section 6.3, the sole remedy of the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Credit's obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, or CNHICAthat the delivery of the Servicer’s representations and warranties made Certificate pursuant to Section 3.2(b) 4.08 shall be deemed to constitute prompt written notice by the Servicer of the Purchase Agreementsuch breach. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller’s election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligated, and, if necessary, obligated (whether or not such breach was known to the Seller or on the Trustee Closing Date), and the Issuer shall enforce the obligation of CNHICA the Seller under the Purchase this Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the repurchase ability of the Issuer to receive and retain timely payment in full on such Receivable. In consideration of the purchase of the Receivables, the Seller shall remit (or cause to be remitted) the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided, however, that the obligation 5.05. The sole remedy of the Seller Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to repurchase the Indenture), or any Receivable arising solely as a result of Securityholder with respect to a breach of CNHICAthe Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.33.01, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which shall enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase upon Breach. (a) (i) The Seller, the Servicer Seller or the TrusteeServicer, as the case may be, upon the discovery of any breach of this Agreement by the Seller or (ii) the Backup Servicer, the Owner Trustee or the Indenture Trustee, in each case, upon receipt of written notice or actual knowledge of a breach of the Seller’s representations and warranties made pursuant to Section 3.1, shall inform the other parties to this Agreement and promptly, by notice in writing. If any Noteholder informs a Responsible Officer of the Indenture Trustee promptlyTrustee, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.1, or CNHICA’s representations and warranties made pursuant the Indenture Trustee shall inform the other parties to Section 3.2(b) of this Agreement in the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholder. Any such notice delivered by the Servicer, the Indenture Trustee, the Trust, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party (or, in the case of any such notice delivered by the Indenture Trustee on behalf of a Noteholder, by such Noteholder) that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach of any representation or warranty made pursuant to Section 3.1, unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery or actual knowledge occurs or written notice is given, and the “first month” shall mean the month in which discovery or actual knowledge occurs or notice is given. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause Exeter to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Holding Trust shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Holding Trust, the Owner Trustee, the Indenture Trustee, the Noteholders Backup Servicer or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and or to enforce CNHICA’s the obligation of Exeter to the Seller to repurchase such Receivables pursuant to the Purchase AgreementAgreement (with respect to the EFLLC Receivables) or to enforce the obligation of the Representation Provider to the Seller to repurchase such Receivables pursuant to the Sale Agreement (with respect to the EFIT Receivables). Neither the Owner Trustee nor the Indenture Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of the Seller.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Issuer, the Indenture Trustee and the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee applicable Sellers promptly, in writing, upon the discovery by it of any breach (or, in the case of the Indenture Trustee, a Responsible Officer having obtained actual knowledge or having received written notice thereof) of a Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(bSections 3.02(b) of the a Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of such Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or the Trustee or Collection Period in which the Trustee applicable Seller discovers or receives written notice from of such breach (or, at such Seller’s election, the Seller last day of the first Collection Period following the Collection Period in which it discovers or the Servicer receives notice of such breach), the Seller shall be obligated, and, if necessary, Issuer (in accordance with Section 6.02 of the Seller or the Trustee related Receivables Purchase Agreement) shall enforce the obligation obligations of CNHICA such Seller under the related Receivables Purchase Agreement to repurchase purchase any Receivable for which such breach materially and adversely affected by any such breach as of such last day. As consideration for affects the repurchase interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, in accordance with the Seller shall remit terms of Section 6.02 of the related Receivables Purchase Amount Agreement. Other than the ability to refer a dispute in the manner specified respect of an unresolved repurchase request to dispute resolution, as set forth in Section 5.5; provided11.02, howeverand the indemnification available to the Issuer from BMW FS or BMW Bank, that the obligation as applicable, in respect of the Seller to repurchase any Receivable arising solely as a result failure of a breach Receivable to have been originated in compliance with all applicable requirements of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3law, the sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders or Noteholders, the Verified Note Owners and the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty by a Seller has occurred pursuant to Section 3.1 and Sections 3.02(b) of the agreement contained in this Section related Receivables Purchase Agreement shall be to require the such Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase any such Receivables Receivable pursuant to the related Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a). If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the most senior class of Notes then outstanding inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementSecurityholders in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller’s election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, the Warranty Purchase Payment of a Receivable that is not consistent with the obligation Seller’s warranty pursuant to Section 3.01(a)(iv) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein to the date of repurchase. The sole remedy of the Seller Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to repurchase the Indenture) or any Receivable arising solely as a result of Securityholder with respect to a breach of CNHICAthe Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.01 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 or Section 6.1, or CNHICA’s representations 6.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementIssuer in any Receivable. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after following the Collection Period in which it discovers or receives notice of such breach is discovered by (or, at the Servicer or Seller's election, the Trustee or last day of the first Collection Period following the Collection Period in which the Trustee it discovers or receives written notice from the Seller or the Servicer of such breach), the Seller shall, unless such breach shall be obligatedhave been cured in all material respects, repurchase such Receivable and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA TMCC under the Receivables Purchase Agreement to repurchase any such Receivable materially and adversely affected by any such breach as of such last dayfrom the Seller. As consideration for Notwithstanding the repurchase of the Receivableforegoing, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any a Receivable arising solely as a result shall not be conditioned on the performance by TMCC of a breach of CNHICA’s its obligation to repurchase such Receivable from the Seller pursuant to the Receivables Purchase Agreement. This repurchase obligation shall obtain for all representations and warranties pursuant to Section 3.2(b) 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. In consideration of the repurchase of any such Receivable, on the Business Day immediately preceding the related Payment Date, the Seller shall remit the Warranty Purchase Agreement is subject Payment of such Receivable to the receipt by Collection Account in the Seller of manner specified in Section 5.05 and shall be entitled to receive the Purchase Amount from CNHICAReleased Warranty Amount. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Owner Trustee, the Indenture TrusteeIssuer, the Noteholders Indenture Trustee (by operation of the assignment of the Owner Trustee's rights hereunder pursuant to the Indenture) or the Certificateholders any Securityholder with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section Agreement shall be to require the Seller to repurchase Receivables the related Receivable pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s TMCC's obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable as set forth in Section 9.01(d).

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Note Insurer, the Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant (without regard to Section 3.2(b) of any limitations therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer CPS or the Trustee or in which the Trustee receives written receipt by CPS of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller Receivables Purchase Agreement) shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS's option, the last day. As consideration for the repurchase day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust or the Securityholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. In consideration of the purchase of any Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable which is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(5) or (A)(6) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trustee, the Indenture Trustee, the Noteholders Securityholders or the Certificateholders Note Insurer with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s CPS's obligation to the Seller to repurchase purchase such Receivables pursuant to the Receivables Purchase Agreement; provided, however, that CPS shall indemnify the Trustee, the Owner Trustee, the Backup Servicer, the Collateral Agent, the Note Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee's Certificate in the form of Exhibit F-1.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Issuer, the Indenture Trustee and the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee applicable Sellers promptly, in writing, upon the discovery by it of any breach of the a Seller’s representations and warranties made pursuant to Section 3.1 Sections 3.02 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.03 of the a Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of such Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or the Trustee or Collection Period in which the Trustee applicable Seller discovers or receives written notice from of such breach (or, at such Seller’s election, the Seller last day of the first Collection Period following the Collection Period in which it discovers or the Servicer receives notice of such breach), the Seller shall be obligated, and, if necessary, Issuer (in accordance with Section 6.02 of the Seller or the Trustee related Receivables Purchase Agreement) shall enforce the obligation obligations of CNHICA such Seller under the related Receivables Purchase Agreement to repurchase purchase any Receivable materially and adversely affected by any such breach as of such last daybreach. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders or and the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty by a Seller has occurred pursuant to Section 3.1 and Sections 3.02 or 3.03 of the agreement contained in this Section related Receivables Purchase Agreement shall be to require the such Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase any such Receivables Receivable pursuant to the related Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase AgreementSecurityholders in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller’s election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, the Warranty Purchase Payment of a Receivable that is not consistent with the obligation Seller’s warranty pursuant to Section 3.01(a)(v) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein to the date of repurchase. The sole remedy of the Seller Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to repurchase the Indenture), or any Receivable arising solely as a result of Securityholder with respect to a breach of CNHICAthe Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.33.01, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Representative, the Seller, the Servicer Servicer, the Security Insurer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Representative's or the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Representative or the Seller so elects, the first) month following the discovery by the Servicer Representative or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Representative or the Seller of notice from any of the Representative, the Seller, the Servicer, the Security Insurer or the Owner Trustee of such breach, unless such breach is cured by such date, the Representative and the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the jointly and severally have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Certificateholders or the Security Insurer are materially and adversely affected by any such breach as of such last daydate. As The "second month" shall mean the month following the month in which discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Representative and/or the Seller shall remit remit, or cause TMS Auto Finance to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.5 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of TMS Auto Finance to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

Repurchase upon Breach. (a) The SellerSponsor, the Depositor, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the its discovery of any breach of the Seller’s Depositor's and the Sponsor's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.1. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Owner Trustee or in which receipt by the Owner Trustee receives of written notice from the Seller Sponsor, the Depositor or the Servicer of such breach, the Seller Sponsor and the Depositor shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement jointly and severally obligated to repurchase any Receivable in which the interests of the Noteholders or Certificateholders are materially and adversely affected by any such breach as of the last day of such last dayCollection Period. As In consideration for of and simultaneously with the repurchase of the Receivable, the Seller Sponsor and/or the Depositor shall remit to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations Issuer shall execute such assignments and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt other documents reasonably requested by the Seller of Sponsor and/or the Purchase Amount from CNHICADepositor in order to effect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller Sponsor and/or the Depositor to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and . Neither the Owner Trustee nor the Trustee shall have a duty to enforce CNHICA’s obligation conduct any affirmative investigation as to the Seller to occurrence of any conditions requiring the repurchase such Receivables of any Receivable pursuant to the Purchase Agreementthis Section.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s Case Credit's representations and warranties made pursuant to Section 3.2(b) of the Case Liquidity Receivables Purchase Agreement or NH Credit's representations and warranties made pursuant to Section 3.2(b) of the NH Liquidity Receivables Purchase Agreement, Case Credit's representations and warranties made pursuant to Section 3.2(b) of the Case Purchase Agreement or NH Credit's representations and warranties made pursuant to Section 3.2(b) of the NH Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA Case Credit under the Case Liquidity Receivables Purchase Agreement, of NH Credit under the NH Liquidity Receivables Purchase Agreement, of Case Credit under the Case Purchase Agreement or of NH Credit under the NH Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.55.4; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s Case Credit's representations and warranties pursuant to Section 3.2(b) of the Case Liquidity Receivables Purchase Agreement, of NH Credit's representations and warranties pursuant to Section 3.2(b) of the NH Liquidity Receivables Purchase Agreement, of Case Credit's representations and warranties pursuant to Section 3.2(b) of the Case Purchase Agreement or NH Credit's representations and warranties pursuant to Section 3.2(b) of the NH Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACase Credit or NH Credit, as applicable. Subject to the provisions of Section 6.3, the sole remedy of the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Case Credit's or NH Credit's obligation to the Seller to repurchase such Receivables pursuant to the Case Liquidity Receivables Purchase Agreement, NH Liquidity Receivables Purchase Agreement, the Case Purchase Agreement or the NH Purchase Agreement, as applicable.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by Seller in Section 3.1, provided that the failure to Section 3.1 give such notice shall not affect any obligation of Seller. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if Seller elects, the 30th day) after such breach is discovered by the Servicer date on which Seller becomes aware of, or the Trustee or in which the Trustee receives written notice from the Seller Owner Trustee, Indenture Trustee or the Servicer of of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected by any such breach Receivable from Issuer as of such last dayday of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. As Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration for of the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.4. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee or the Certificateholders Holders with respect to a breach or failure to be true of the representations and or warranties made by Seller pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Representative, the Seller, the Servicer Servicer, the Security Insurer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Representative’s or the Seller’s representations and warranties made pursuant to Section 3.1 3.1. The Representative, the Seller, the Servicer, the Security Insurer or Section 6.1the Issuer, or CNHICAas the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capital’s representations and warranties made pursuant to Section 3.2(b3.02(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after such breach is discovered (or, if the Representative or the Seller so elects, the first) month following the discovery by the Servicer Representative or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Representative or the Seller of notice from any of the Representative, the Seller, the Servicer, the Security Insurer or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Seller shall be obligated, jointly and severally have an obligation to repurchase (and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA Franklin Capital under Section 6.02 of the Purchase Agreement to repurchase Agreement) any Receivable in which the interests of the Noteholders or the Security Insurer are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Representative and/or the Seller shall remit, or the Seller shall cause Franklin Capital to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.5 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s obligation the obligations of Franklin Capital to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and the Seller promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives following written notice from to the Seller or the Servicer Indenture Trustee of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA the Seller under the Purchase Agreement this Section 2.3 to repurchase any Receivable Receivable, the Issuer's interest in which is materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3), in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.5. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Section 2.3. The obligation to of the Seller to repurchase such Receivables under this Section 2.3 shall not be solely dependent upon the actual knowledge of the Seller of any breached representation or warranty. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the Purchase eligibility of any Receivable for purposes of this Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall will inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have has been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which will enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall will enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall will remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.6. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall 2.2 will be to require that the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Transferor or the TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by the Transferor in Section 3.3; provided that the failure to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) give such notice shall not affect any obligation of the Purchase AgreementTransferor. Unless a If the breach pursuant to the sections and documents referenced in the preceding sentence or failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if the Transferor elects, an earlier day) after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Transferor becomes aware of, or receives written notice from the Seller Purchaser or an assignee from the Servicer of Purchaser or an assignee from of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affected by affects the interests of the Issuer and the Holders in any Receivable, the Transferor shall repurchase each such breach Receivable from the Purchaser, or its successors or assigns, as of such last day. As consideration for the repurchase day of the Receivable, the Seller shall remit such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. In consideration of the purchase of a Receivable hereunder, the Transferor shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Determination Date, in the manner specified in Section 5.5; provided, however, that the obligation 5.6 of the Seller Sale and Servicing Agreement. Upon the payment of such purchase price by the Transferor, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to repurchase vest in the Transferor or its designee any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties repurchased pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAhereto. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Purchaser and its successor or the Certificateholders assigns with respect to a breach or failure to be true of the representations and warranties made by the Transferor pursuant to Section 3.1 and the agreement contained in this Section 3.3, shall be to require the Seller Transferor to repurchase Receivables pursuant to this Section, subject Section 3.4. In addition to the conditions contained hereinforegoing and notwithstanding whether the related Receivable shall have been purchased by Transferor, Transferor shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Custodian, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to enforce CNHICA’s obligation to the Seller to such repurchase such Receivables pursuant to the Purchase Agreement.events

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, any Trust Officer of the Indenture Trustee, the Administrator or the Owner Trustee, as the case may be, shall inform each of the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.1; provided, or CNHICA’s representations and warranties made pursuant however, that the failure to Section 3.2(b) give any such notice shall not derogate from any obligations of the Purchase AgreementSeller under this Section 3.2. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after (or, if the Seller so elects, the first, or with respect to any exceptions appearing on any exception report delivered by the Indenture Trustee, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach (or such longer period not in excess of 120 days, as may be agreed upon by the Indenture Trustee and the Servicer), unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, have an obligation to repurchase or cause HAFI or an Affiliate of HAFI that is the Seller or the Trustee shall enforce the obligation of CNHICA seller under the a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to repurchase any Receivable in which the interests of the Securityholders are materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for and simultaneously with the repurchase of the ReceivableReceivables, the Seller shall remit remit, or cause HAFI or an Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to remit, to the Collection Account the Repurchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation Owner Trustee on behalf of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or Administrator and the Certificateholders related holders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the repurchase by the Seller to repurchase of the Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of HAFI or an Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to the Seller to repurchase such Receivables pursuant to the related Master Receivables Purchase Agreement. None of the Owner Trustee, the Indenture Trustee or the Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Note Insurer, the Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant (without regard to Section 3.2(b) of any limitations therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Trustee or in which the Note Insurer or receipt by the Trustee, the Owner Trustee receives written and the Note Insurer of notice from the Seller or the Servicer of such breach, the Seller CPS shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS's option, the last dayday of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust, the Noteholders or the Certificateholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. As In consideration for of the repurchase purchase of the Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable which is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(4) or (A)(5) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trustee, the Indenture Trustee, the Noteholders Securityholders or the Certificateholders Note Insurer with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s CPS's obligation to the Seller to repurchase purchase such Receivables pursuant to the CPS Purchase Agreement; provided, however, that CPS shall indemnify the Trustee, the Owner Trustee, the Standby Servicer, the Collateral Agent, the Note Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee's Certificate in the form of Exhibit F-1. If it is determined that consummation of the transactions contemplated by this Agreement and the other transaction documents referenced in this Agreement, the servicing and operation of the Trust pursuant to this Agreement and such other documents, or the ownership of a Note or Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code") or any successor statutes of similar impact, together with the regulations thereunder, to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of the Seller's representations and warranties made pursuant to Section 3.1 if not otherwise such a breach.

Repurchase upon Breach. (a) The Seller, the Servicer Seller or the TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in Section 3.3; provided that the failure to give such notice shall not affect any obligation of the Seller’s representations and warranties made pursuant to Section 3.1 . If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if the Seller elects, an earlier day) after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Purchaser or an assignee from the Servicer of Purchaser of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affected by any such breach as of such last day. As consideration for affects the repurchase interests of the Issuer and the Holders in any Receivable, the Seller shall remit repurchase each such Receivable from the Purchaser, or its successors or assigns, as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Determination Date, in the manner specified in Section 5.5; provided, however, that the obligation 5.6 of the Sale and Servicing Agreement. Upon the payment of such purchase price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller to repurchase or its designee any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties repurchased pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAhereto. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Purchaser and its successor or the Certificateholders assigns with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this Section 3.3, shall be to require the Seller to repurchase Receivables pursuant to this Section, subject Section 3.4. In addition to the conditions contained hereinforegoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Custodian, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to enforce CNHICA’s obligation to the Seller to such repurchase such Receivables pursuant to the Purchase Agreement.events

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Issuer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and Agreement, the Indenture Trustee and Ford Credit promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made by the Seller pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or discovery, the Indenture Trustee or in which shall enforce the Trustee receives written notice from obligation of the Seller or the Servicer of such breach, the Seller shall be obligatedunder this Section 2.3, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA Ford Credit under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last dayday (or, at the Seller's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.6(a). Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase such Receivables pursuant to this Section, subject to the conditions contained herein, and Section 2.3 or to enforce CNHICA’s the obligation of Ford Credit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The "second month" shall mean the month following the month in which discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, Collateral Agent and the officers, directors, agents and employees thereof, the Insurer, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or the Owner Trustee, as the case may beIndenture Trustee, the Seller and the Master Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.02 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period commencing after such breach is discovered by the Servicer discovery or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachthereof, the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase as of such last day any Receivable materially and adversely affected by any such breach; provided, however, that, notwithstanding the qualification of any of the Seller's representations and warranties made pursuant to Section 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement as to the Seller's knowledge, a breach in the substance of any such representation and warranty (without giving effect to such qualification as to knowledge) shall require the Seller to perform its repurchase or cure obligations set forth in this Section 3.03. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the Seller shall remit the Purchase Amount to the Collection Account and notify in writing the Indenture Trustee of such deposit in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeOwner Trustee (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the SellerWorld Omni’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.01. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Owner Trustee or in which receipt by the Owner Trustee receives of written notice from the Seller or the Servicer of such breach, the Seller World Omni shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for day (or, at World Omni’s option, the last day of the first Collection Period following the discovery) and World Omni shall deliver a revised Schedule of Receivables to the Seller and the Trust which shall reflect the repurchase of such Receivables). In consideration of the repurchase of any such Receivable, the Seller World Omni shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.05. Subject to the provisions of Section 6.36.03, the sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 3.01 and the agreement contained in this Section shall be to require the Seller World Omni to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, CNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement, or CNHICACNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA CNHCA under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICACNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement and Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICACNHCA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second (or, if the Seller elects, the first) Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.this

Repurchase upon Breach. (a) The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 or Section 6.1, or CNHICA’s representations 6.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase Agreementany Securityholders in any Receivable. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after following the Collection Period in which it discovers or receives notice of such breach is discovered by (or, at the Servicer or Seller's election, the Trustee or last day of the first Collection Period following the Collection Period in which the Trustee it discovers or receives written notice from the Seller or the Servicer of such breach), the Seller shall, unless such breach shall be obligatedhave been cured in all material respects, repurchase such Receivable and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA TMCC under the Receivables Purchase Agreement to repurchase any such Receivable materially from the Seller. This repurchase obligation shall obtain for all representations and adversely affected by any such warranties of the Seller contained in this Agreement whether or not the Seller has knowledge of the breach as at the time of such last daythe breach or at the time the representations and warranties were made. As In consideration for of the repurchase of any such Receivable, on the ReceivableBusiness Day immediately preceding the related Distribution Date, the Seller shall remit the Warranty Purchase Amount Payment of such Receivable to the Collection Account in the manner specified in Section 5.5; provided5.05 and shall be entitled to receive the Released Warranty Amount. In the event that any Liens or claims shall have been filed, howeverincluding Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the obligation lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Seller to repurchase any Receivable arising solely as a result of a Closing Date, and such breach of CNHICA’s representations materially and warranties pursuant to Section 3.2(b) adversely affects the interests of the Purchase Agreement is subject to the receipt by Issuer in such Receivable, the Seller of shall repurchase such Receivable on the Purchase Amount from CNHICAterms and in the manner specified above. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Owner Trustee, the Indenture TrusteeIssuer, the Noteholders Indenture Trustee (by operation of the assignment of the Owner Trustee's rights hereunder pursuant to the Indenture) or the Certificateholders any Securityholder with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and this Agreement or with respect to the agreement contained in this Section existence of any such Liens or claims shall be to require the Seller to repurchase Receivables the related Receivable pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s TMCC's obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Owner Trustee (upon actual knowledge of a Responsible Officer thereof) and the Indenture Trustee (upon the receipt of written notice by, or the Trusteeactual knowledge of, a Responsible Officer thereof), as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA(without regard to any limitations therein as to the Seller’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreementknowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer CPS or the Trustee or in which the Trustee receives written receipt by CPS of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller Receivables Purchase Agreement) shall be obligatedrepurchase, andand the Grantor Trust agrees to sell, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS’s option, the last day. As consideration for the repurchase day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust or the Securityholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase, and the Grantor Trust agrees to sell, the aggregate Principal Balance of affected Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. In consideration of the purchase of any Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(5) or (A)(6) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Grantor Trust, the Owner Trustee, the Indenture Trustee, Trustee and the Noteholders or the Certificateholders Securityholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACPS’s obligation to the Seller to repurchase purchase such Receivables pursuant to the Receivables Purchase Agreement; provided, however, that CPS shall indemnify the Indenture Trustee, the Owner Trustee, the Delaware Trustee, the Grantor Trust Trustee, the Backup Servicer, the Trust, the Custodian and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, that 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. Upon the Indenture Trustee’s confirmation of receipt of the Purchase Amount in the Collection Account and written instructions from the Servicer, the Custodian shall release to CPS or its designee the related Receivables File and the Custodian or the Indenture Trustee, as applicable, shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Custodian, the Grantor Trust Trustee or the Indenture Trustee, as applicable, and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-1.

Repurchase upon Breach. (a) The Seller, the Servicer Master Servicer, any Trust Officer of the Indenture Trustee, the Administrator or the Owner Trustee, as the case may be, shall inform each of the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.13.1; provided, or CNHICA’s representations and warranties made pursuant however, that the failure to Section 3.2(b) give any such notice shall not derogate from any obligations of the Purchase AgreementSeller under this Section 3.2. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after (or, if the Seller so elects, the first, or with respect to any exceptions appearing on any exception report delivered by the Indenture Trustee, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach (or such longer period not in excess of 120 days, as may be agreed upon by the Indenture Trustee and the Master Servicer), unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, have an obligation to repurchase or cause HAFI or an Affiliate of HAFI that is the Seller or the Trustee shall enforce the obligation of CNHICA seller under the a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to repurchase any Receivable in which the interests of the Securityholders are materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for and simultaneously with the repurchase of the ReceivableReceivables, the Seller shall remit remit, or cause HAFI or an Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to remit, to the Collection Account the Repurchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or Administrator and the Certificateholders related holders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the repurchase by the Seller to repurchase of the Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of HAFI or an Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, to the Seller to repurchase such Receivables pursuant to the related Master Receivables Purchase Agreement. None of the Owner Trustee, the Indenture Trustee or the Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or Issuer, the Indenture Trustee, as the case may be, Seller and the Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations Sections 3.02 and warranties made pursuant to Section 3.2(b) 3.03 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following the Collection Period in which it discovers or receives notice of such breach is discovered by (or, at the Servicer or Seller’s election, the Trustee or last day of the first Collection Period following the Collection Period in which the Trustee it discovers or receives written notice from the Seller or the Servicer of such breach), the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase any Receivable materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the repurchasing Seller shall remit the applicable Purchase Amount to the Collection Account and notify in writing the Indenture Trustee of such deposit, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, notice in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The "second month" shall mean the month following the month in which discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, Collateral Agent and the officers, directors, agents and employees thereof, the Insurer, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Issuer, the Indenture Trustee and the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee applicable Sellers promptly, in writing, upon the discovery by it of any breach (or, in the case of the Indenture Trustee, a Responsible Officer having obtained actual knowledge or having received written notice thereof) of a Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(bSections 3.02(b) of the a Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of such Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to determine if any breaches exist. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or the Trustee or Collection Period in which the Trustee applicable Seller discovers or receives written notice from of such breach (or, at such Seller’s election, the Seller last day of the first Collection Period following the Collection Period in which it discovers or the Servicer receives notice of such breach), the Seller shall be obligated, and, if necessary, Issuer (in accordance with Section 6.02 of the Seller or the Trustee related Receivables Purchase Agreement) shall enforce the obligation obligations of CNHICA such Seller under the related Receivables Purchase Agreement to repurchase purchase any Receivable for which such breach materially and adversely affected by any such breach as of such last day. As consideration for affects the repurchase interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, in accordance with the Seller shall remit terms of Section 6.02 of the related Receivables Purchase Amount Agreement. Other than the ability to refer a dispute in the manner specified respect of an unresolved repurchase request to dispute resolution, as set forth in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.311.02, the sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders or Noteholders, the Verified Note Owners and the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty by a Seller has occurred pursuant to Section 3.1 and Sections 3.02(b) of the agreement contained in this Section related Receivables Purchase Agreement shall be to require the such Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase any such Receivables Receivable pursuant to the related Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, Seller and the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee Security Insurer promptly, in writing, upon the discovery of any breach of the Seller’s First Merchants' representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, 3.02 of the Receivables Purchase Agreement or CNHICA’s of the Seller's representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.02 above. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period after such breach is discovered following the discovery or notice thereof by the Servicer or the Trustee or in which the Trustee receives written notice from to the Seller or the Servicer of such breachServicer, the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation of CNHICA First Merchants under the Receivables Purchase Agreement Agreement, to repurchase as of such last day any Receivable materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the Seller shall remit the Purchase Amount to the Collection Account, in the manner specified in Section 5.55.04; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s First Merchants' representations and warranties pursuant to under Section 3.2(b) 3.02 of the Receivables Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAFirst Merchants. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 Sections 3.01 and 3.02 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and or to enforce CNHICA’s First Merchants' obligation to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The applicable Seller, the Servicer Purchaser or the Trusteeassignee, transferee or designee of Purchaser, as the case may be, shall inform the other parties party to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by such Seller in Section 3.2; provided that the failure to Section 3.1 give such notice shall not affect any obligation of such Seller. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee 60th day (or if such Seller elects, the 30th day) occurs after the date on which such Seller becomes aware of, or receives written notice from the Seller Purchaser of, such breach or the Servicer of failure, and such breach, the Seller shall be obligated, and, if necessary, the Seller breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affected by any affects the interests of Issuer and the Noteholders, the applicable Seller shall repurchase each such breach Receivable from Purchaser as of such last day. As consideration for the repurchase day of the Receivable, the Seller shall remit such Collection Period at a purchase price equal to the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation for such Receivable as of such last day of such Collection Period. In consideration of the Seller to repurchase any Receivable arising solely as a result purchase of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(bReceivable hereunder, the applicable Seller shall (unless otherwise directed by Purchaser in writing) of the Purchase Agreement is subject to the receipt by the Seller of deposit the Purchase Amount from CNHICAof such Receivable, no later than the close of business on the next Deposit Date, into the Collection Account. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders Purchaser with respect to a breach or failure to be true of the representations and warranties made by a Seller pursuant to Section 3.1 and the agreement contained in this Section 3.2 shall be to require the such Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by Seller in Section 2.2, provided that the failure to Section 3.1 give such notice shall not affect any obligation of Seller. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if Seller elects, the 30th day) after such breach is discovered by the Servicer date on which Seller becomes aware of, or the Trustee or in which the Trustee receives written notice from the Seller Trustee or the Servicer of of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affects the interests of Trustee and the Holders in any Receivable, Seller shall repurchase each such affected by any such breach Receivable from Trustee as of such last dayday of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. As Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of the Trust to receive and retain payment in full on such Receivable. In consideration for of the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.4. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityTrust, the Trustee, the Indenture Trustee, the Noteholders Trustee or the Certificateholders Holders with respect to a breach or failure to be true of the representations and or warranties made by Seller pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Note Insurer, the Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant (without regard to Section 3.2(b) of any limitations therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Trustee or in which the Note Insurer or receipt by the Trustee, the Owner Trustee receives written and the Note Insurer of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller CPS Purchase Agreement) shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS's option, the last dayday of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust, the Noteholders or the Certificateholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS (pursuant to the CPS Purchase Agreement) shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. As In consideration for of the repurchase purchase of the Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable which is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(4) or (A)(5) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trustee, the Indenture Trustee, the Noteholders Securityholders or the Certificateholders Note Insurer with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s CPS's obligation to the Seller to repurchase purchase such Receivables pursuant to the CPS Purchase Agreement; provided, however, that CPS shall indemnify the Trustee, the Owner Trustee, the Standby Servicer, the Collateral Agent, the Note Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee's Certificate in the form of Exhibit E-1. If it is determined that consummation of the transactions contemplated by this Agreement and the other transaction documents referenced in this Agreement, the servicing and operation of the Trust pursuant to this Agreement and such other documents, or the ownership of a Note or Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code") or any successor statutes of similar impact, together with the regulations thereunder, to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of the Seller's representations and warranties made pursuant to Section 3.1 if not otherwise such a breach.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or Section 6.1more of the Outstanding Amount of the most senior class of Notes then outstanding inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerDepositor, the Servicer, the Backup Servicer or and the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement Agreement, NAL and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s Depositor's representations and warranties made pursuant to Section 3.1 3.01 or Section 6.1, or CNHICA’s of NAL's representations and warranties made pursuant to Section 3.2(b3.02(c) of the Receivables Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by NAL or the receipt by NAL of written notice thereof from the Owner Trustee, the Indenture Trustee, the Depositor, the Servicer or the Trustee or in which Backup Servicer, the Trustee receives written notice from Depositor, the Seller Issuer or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Owner Trustee shall enforce the obligation of CNHICA NAL under the Receivables Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such breach purchase as of such last dayday any Receivable with respect to which such a breach had occurred if such breach has a material and adverse effect on the interests of the Depositor or the Trust in and to such Receivable. As In consideration for the repurchase of the purchased Receivable, the Seller NAL shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation 6.02 of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Receivables Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAAgreement. Subject to the provisions of Section 6.36.03, the sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 3.01 and the agreement contained in this Section shall be to require the Seller NAL to repurchase purchase Receivables pursuant to this Section, subject to Section and the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Backup Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables (including any Receivable that is or was a Liquidated Receivable and is required to require the Seller to repurchase Receivables be repurchased) pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, Collateral Agent and the officers, directors, agents and employees thereof, the Insurer, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or Servicer, the Trustee, as Issuer and the case may be, Owner Trustee shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s Depositor's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.2. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives following written notice from to the Seller or the Servicer Indenture Trustee of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Indenture Trustee shall enforce the obligation of CNHICA the Depositor under the Purchase Agreement this Section 2.3 to repurchase any Receivable Receivable, the Issuer's interest in which is materially and adversely affected by any such the breach as of such last dayday (or, at the Depositor's option, the last day of the first Collection Period following the discovery). As In consideration for of the repurchase purchase of the Receivable, the Seller Depositor shall remit the related Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3), in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA4.4. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the Depositor's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.2 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Depositor to repurchase such Receivables pursuant to this Section 2.3. The obligation of the Depositor to repurchase under this Section 2.3 shall not be solely dependent upon the actual knowledge of the Depositor of any breached representation or warranty. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.3 or the eligibility of any Receivable for purposes of this Agreement. For the avoidance of doubt, nothing in this Section shall preclude the Depositor from enforcing the obligation of Ford Credit under the Receivables Purchase Agreement with Ford Credit, or the Servicer from enforcing the obligation of Ford Credit under the Ford Credit Acknowledgment, to repurchase any Receivable, the Issuer's interest in which is materially and adversely affected by the breach, as of such last day (or, at the Depositor's option, the last day of the first Collection Period following the discovery of such breach). The Depositor shall remit the related Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) in the manner specified in Section 4.4; provided, however, that if the Depositor shall have previously remitted the Purchase Amount pursuant to the immediately preceding paragraph, the Depositor shall be entitled to retain for its own account the Purchase Amount collected from Ford Credit. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of Ford Credit's representations and warranties in respect of a Receivable sold by it pursuant to the related Receivables Purchase Agreement shall be Ford Credit's repurchase of such Receivable in accordance with the related Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Subject to clause (c) below, the Seller, the Servicer Servicer, the Backup Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the Indenture Trustee, Backup Servicer or the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerRepresentative, the Depositor, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee or the Indenture Administrator promptly, in writing, upon the discovery of any breach of the SellerRepresentative’s or the Depositor’s representations and warranties made pursuant to Section 3.1 3.1. The Representative, the Depositor, the Servicer or Section 6.1the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capital’s or CNHICAFranklin SPE’s representations and warranties made pursuant to Section 3.2(b3.02(a) or Section 3.02(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after such breach is discovered (or, if the Representative or the Depositor so elects, the first) month following the discovery by the Representative or the Depositor or receipt by the Representative or the Depositor of notice from any of the Representative, the Depositor, the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer Issuer of such breach, the Seller shall be obligated, and, if necessaryunless such breach is cured by such date, the Seller or Representative and the Trustee Depositor shall enforce the jointly and severally have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller Representative and/or the Depositor shall remit, or the Depositor shall cause Franklin Capital or Franklin SPE, as applicable, to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.5 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, or the Indenture Administrator, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s obligation the obligations of Franklin Capital or Franklin SPE, as applicable, to the Seller Depositor to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) of the Purchase Agreementadversely affects any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller's election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date (as defined in the Purchase Agreement)), and the Trustee shall enforce the obligation of the Seller under this Agreement, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Warranty Purchase Payment of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the Seller's warranty pursuant to Section 3.2(b3.01(a)(iv) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject interest as contemplated therein to the receipt by the Seller date of the Purchase Amount from CNHICArepurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture TrusteeTrust, the Noteholders or the Certificateholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.01 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section 3.02 and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Each of the Receivables Seller, the Servicer Depositor, the Servicer, the Master Servicer, the Indenture Trustee or the Owner Trustee, as the case may be, shall inform the Majority Noteholder and the other parties to this Agreement and the Indenture Trustee promptly, which notice shall be in writing, upon the discovery by any such party of any breach of the Receivables Seller’s 's or Depositor's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to fifth Business Day following the sections and documents referenced in the preceding sentence shall have been cured discovery by the last day of the second Collection Period after such breach is discovered Receivables Seller or Depositor or receipt by the Servicer or the Trustee or in which the Trustee receives written notice from the Receivables Seller or the Servicer Depositor of notice of such breach, unless such breach is cured by such date, the Receivables Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the value of such Receivable or the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As In consideration for of and simultaneously with the repurchase of the Receivable, the Receivables Seller shall remit to the Purchase Amount Collection Account in the manner specified in Section 5.5; provided5.4 the Repurchase Price, however, that and the obligation of Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. Except as otherwise set forth in the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3next paragraph, the sole remedy of the Issuing EntityDepositor, the Issuer, the Owner Trustee, the Indenture TrusteeMaster Servicer, the Noteholders Indenture Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation to of the Receivables Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreementand Contribution Agreement (and all RPA Assignments entered into pursuant thereto) and this Section 3.2. Neither the Owner Trustee, the Indenture Trustee nor the Custodian shall have any duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section 3.2. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Receivables Seller, the Receivables Seller shall indemnify the Depositor, the Issuer, the Owner Trustee, the Master Servicer, the Indenture Trustee, the Custodian and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or the Owner Trustee, as the case may beIndenture Trustee, the Seller and the Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.02 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period commencing after such breach is discovered by the Servicer discovery or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachthereof, the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase as of such last day any Receivable materially and adversely affected by any such breach; provided, however, that, notwithstanding the qualification of any of the Seller's representations and warranties made pursuant to Section 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement as to the Seller's knowledge, a breach in the substance of any such representation and warranty (without giving effect to such qualification as to knowledge) shall require the Seller to perform its repurchase or cure obligations set forth in this Section 3.03. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the Seller shall remit the Purchase Amount to the Collection Account and notify in writing the Bond Administrator of such deposit in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer, the Backup Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee hereto promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant 3.4 (without regard to Section 3.2(b) of any limitation therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the Collection Period in which the discovery thereof was made by a Trustee Officer of the Servicer Trustee or the Trustee or in which the Trustee receives received written notice from the Seller Seller, the Backup Servicer or the Servicer of such breach, the Seller Asta Funding shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase purchase any Receivable materially and adversely affected affected, or where the Trustee's interest therein has been adversely affected, by any such the breach as of the last day of such second Collection Period (or, at Asta Funding's option, the last dayday of the first Collection Period following the Collection Period in which the discovery was made). As In consideration for of the repurchase purchase of the Receivable, the Seller Asta Funding shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.4. For the purposes of this Section 3.5, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.4(i)(D) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Trust or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.4 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Asta Funding's obligation to the Seller to repurchase purchase such Receivables pursuant to the Purchase Agreement; provided, however, that Asta Funding shall indemnify the Trustee and the Backup Servicer, including officers, directors, employees and agents of either entity, the Trust and the Certificateholders 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. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall execute and deliver all reasonable instruments of transfer or assignment, without representation, warranty or recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in Asta Funding or such designee title to the Receivable, the related Receivable File and the other related documents and instruments referred to in Section 3.6(a).

Repurchase upon Breach. (a) The SellerDepositor, the Servicer, the Backup Servicer or and the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement Agreement, NAL and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s Depositor's representations and warranties made pursuant to Section 3.1 3.01 or Section 6.1, or CNHICA’s of NAL's representations and warranties made pursuant to Section 3.2(b3.02(c) of the Receivables Purchase Agreement. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by NAL or the receipt by NAL of written notice thereof from the Owner Trustee, the Indenture Trustee, the Depositor, the Servicer or the Trustee or in which Backup Servicer, the Trustee receives written notice from Depositor, the Seller Issuer or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Owner Trustee shall enforce the obligation of CNHICA NAL under the Receivables Purchase Agreement Agreement, to repurchase any Receivable materially and adversely affected by any such breach purchase as of such last dayday any Receivable with respect to which such a breach had occurred if such breach has a material and adverse effect on the interests of the Depositor or the Trust in and to such Receivable. As In consideration for the repurchase of the purchased Receivable, the Seller NAL shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation 6.02 of the Seller to repurchase any Receivables Purchase Agreement. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAall proceeds thereof. Subject to the provisions of Section 6.36.03, the sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 3.01 and the agreement contained in this Section shall be to require the Seller NAL to repurchase purchase Receivables pursuant to this Section, subject to Section and the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of If any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties set forth in Section 2.03(a) is not true and correct as of the date specified therein with respect to a Receivable and, in connection therewith, the Buyer is obligated to accept reassignment of such Receivable pursuant to Section 3.1 2.04(c) of the Transfer and Servicing Agreement, then the Seller will repurchase such Receivable. In such event, the Seller will pay an amount not less than the Repurchase Price for the repurchase of such Receivable on the Business Day immediately preceding the Determination Date on which the Buyer is required to accept reassignment pursuant to the Transfer and Servicing Agreement. The Seller will repurchase such Receivable by making a payment to the Buyer, in immediately available funds, in an amount equal to the Repurchase Price for such Receivable. Upon payment of such purchase price and reassignment of such Receivables to the Buyer in accordance with the Transfer and Servicing Agreement, the Buyer will automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Related Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer will execute such documents and instruments of sale or assignment mutually agreed to by the Buyer and the agreement contained in this Section shall be to require Seller. The Buyer will also take such other actions as are reasonably requested by the Seller to effect the conveyance of such Receivable. The Seller's obligation to repurchase a Receivable or all the Receivables with respect to an Account pursuant to this Section, subject Section 2.03(c) constitutes the sole remedy with respect to the conditions contained herein, event of the type specified in the first sentence of this Section 2.03(c) available to the Buyer and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to Noteholders (or the Purchase AgreementOwner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of If any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties set forth in Section 2.03(a) is not true and correct as of the date specified therein with respect to a Receivable and, in connection therewith, the Buyer is obligated (after the applicable grace period) to accept reassignment of such Receivable pursuant to Section 3.1 2.04(c) of the Transfer and Servicing Agreement, then the Seller will repurchase such Receivable. In such event, the Seller will pay an amount not less than the Repurchase Price for the repurchase of such Receivable on the Business Day immediately preceding the Determination Date on which the Buyer is required to accept reassignment pursuant to the Transfer and Servicing Agreement. The Seller will repurchase such Receivable by making a payment to the Buyer, in immediately available funds, in an amount not less than the Repurchase Price for such Receivable. Upon payment of such purchase price and reassignment of such Receivable to the Buyer in accordance with the Transfer and Servicing Agreement, the Buyer will automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Related Security and all monies due or to become due with respect thereto and all proceeds thereof. In connection with any such repurchase, the Buyer will execute such documents and instruments of sale or assignment mutually agreed to by the Buyer and the agreement contained in this Section shall be to require Seller. The Buyer will also take such other actions as are reasonably requested by the Seller to effect the conveyance of such Receivable. The Seller's obligation to repurchase a Receivable or all the Receivables with respect to an Account pursuant to this Section, subject Section 2.03(c) constitutes the sole remedy with respect to the conditions contained herein, event of the type specified in the first sentence of this Section 2.03(c) available to the Buyer and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to Noteholders (or the Purchase AgreementOwner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Repurchase upon Breach. (a) The SellerSponsor, the Depositor, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the its discovery of any breach of the SellerDepositor’s and the Sponsor’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.1. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Owner Trustee or in which receipt by the Owner Trustee receives of written notice from the Seller Sponsor, the Depositor or the Servicer of such breach, the Seller Sponsor and the Depositor shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement jointly and severally obligated to repurchase any Receivable in which the interests of the Noteholders or Certificateholders are materially and adversely affected by any such breach as of the last day of such last dayCollection Period. As In consideration for of and simultaneously with the repurchase of the Receivable, the Seller Sponsor and/or the Depositor shall remit to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations Issuing Entity shall execute such assignments and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt other documents reasonably requested by the Seller of Sponsor and/or the Purchase Amount from CNHICADepositor in order to effect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller Sponsor and/or the Depositor to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and . Neither the Owner Trustee nor the Trustee shall have a duty to enforce CNHICA’s obligation conduct any affirmative investigation as to the Seller to occurrence of any conditions requiring the repurchase such Receivables of any Receivable pursuant to the Purchase Agreementthis Section.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform inform, and any Noteholder may inform, the other parties to this Agreement and (or, in the Indenture case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing [5%] or Section 6.1more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, or CNHICAby notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.2(b) of 3.1(a), the Purchase Agreement. Unless a breach pursuant Trust Collateral Agent shall inform the other parties to this Agreement in the sections and documents referenced manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall have been cured constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6(a) and the obligation Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Seller Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b3.1(a) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The SellerEach of the Sellers, the Servicer Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the Administrative Agent and the other parties to this Agreement and the Indenture Trustee Agents promptly, which notice shall be in writing, upon the discovery by any such party of any breach of the either Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to fifth Business Day following the sections and documents referenced in the preceding sentence shall have been cured discovery by the last day of the second Collection Period after such breach is discovered related Seller or receipt by the Servicer or the Trustee or in which the Trustee receives written notice related Seller from the Seller Servicer, the Trust Collateral Agent, the Owner Trustee, the Administrative Agent, any Agent or the Servicer any Noteholder of notice of such breach, unless such breach is cured by such date, the related Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such last daydate. As In consideration for of and simultaneously with the repurchase of the Receivable, the related Seller shall remit to the Purchase Amount Collection Account in the manner specified in Section 5.5; provided5.4 (x) if there shall exist any Borrowing Base Deficiency, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject Price or (y) otherwise, zero, and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller AFC to repurchase such Receivables pursuant to the Purchase AgreementMaster Sale and Contribution Agreement (and all "Sale and Contribution Agreement Supplements" entered into pursuant thereto). Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the related Seller, the related Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, the Administrative Agent, the Agents and the officers, directors, agents and employees thereof, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer, the Backup Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee hereto promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant 3.4 (without regard to Section 3.2(b) of any limitation therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the Collection Period in which the discovery thereof was made by a Trustee Officer of the Servicer Trustee or the Trustee or in which the Trustee receives received written notice from the Seller Seller, the Backup Servicer or the Servicer of such breach, the Seller Asta Funding shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase purchase any Receivable materially and adversely affected affected, or where the Trustee's interest therein has been adversely affected, by any such the breach as of the last day of such second Collection Period (or, at Asta Funding's option, the last dayday of the first Collection Period following the Collection Period in which the discovery was made). As In consideration for of the repurchase purchase of the Receivable, the Seller Asta Funding shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.4. For the purposes of this Section 3.5, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.4(i)(D) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Trust or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 3.4 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Asta Funding's obligation to the Seller to repurchase purchase such Receivables pursuant to the Purchase Agreement; provided, however, that Asta Funding shall indemnify the Trustee and the Backup Servicer, including officers, directors, employees and agents of either entity, the Trust and the Certificateholders 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. Upon receipt of the Purchase Amount, written instructions from the Servicer, and instruments necessary to effect such transfer the Trustee shall execute and deliver all such instruments of transfer or assignment, without representation, warranty or recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in Asta Funding or such designee title to the Receivable, the related Receivable File and the other related documents and instruments referred to in Section 3.6(a).

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Noteholder or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section SECTION 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant (without regard to Section 3.2(b) of any limitations therein as to the Purchase AgreementSeller's knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection next Accrual Period after such breach is discovered following the discovery thereof by the Servicer or the Trustee or in which receipt by the Trustee receives written of notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such next Accrual Period (or, at the Seller's option, the last day. As consideration for the repurchase day of the first Accrual Period following the discovery). In consideration of the purchase of any Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICASECTION 5.6. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityPurchaser, the Trustee, the Indenture Trustee, the Noteholders Trustee or the Certificateholders Noteholder with respect to a breach of the representations and warranties pursuant to Section SECTION 3.1 and the agreement contained in this Section shall be to require enforce the Seller's obligation to purchase such Receivables; PROVIDED, HOWEVER, that the Seller shall indemnify the Trustee, the Backup Servicer, the Purchaser and the Noteholder 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 repurchase such breach. Upon receipt of the Purchase Amount in respect of any Defective Receivables pursuant to this Sectionand written instructions from the Servicer, subject to the conditions contained herein, and to enforce CNHICA’s obligation Trustee shall release to the Seller to repurchase such or its designee the related Receivables pursuant File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Purchase AgreementTrustee and necessary to vest in the Seller or such designee title to such Defective Receivables.

Repurchase upon Breach. (a) The Seller, the Servicer Seller or the TrusteePurchaser, as the case may be, shall inform the other parties party to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations or warranties made by the Seller in Section 3.3; provided that the failure to give such notice shall not affect any obligation of the Seller’s representations and warranties made pursuant to Section 3.1 . If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if the Seller elects, an earlier day) after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Purchaser or an assignee from the Servicer of Purchaser of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affected by any such breach as of such last day. As consideration for affects the repurchase interests of the Trust,the Insurer, or the Holders in any Receivable, the Seller shall remit repurchase each such Receivable from the Purchaser, or its successors or assigns, as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. In consideration of the purchase of a Receivable hereunder, the Seller shall (unless otherwise directed by the Purchaser, or its successors or assigns, in writing) deposit the Purchase Amount of such Receivable, no later than the close of business on the next Determination Date, in the manner specified in Section 5.5; provided, however, that the obligation 5.6 of the Sale and Servicing Agreement. Upon the payment of such purchase price by the Seller, the Purchaser or its assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation as shall be necessary to vest in the Seller to repurchase or its designee any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties repurchased pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAhereto. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Purchaser and its successor or the Certificateholders assigns with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this Section 3.3, shall be to require the Seller to repurchase Receivables pursuant to this Section, subject Section 3.4. In addition to the conditions contained hereinforegoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Trust, the Trust Collateral Agent, the Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to enforce CNHICA’s obligation to the Seller to such repurchase such Receivables pursuant to the Purchase Agreement.events

Repurchase upon Breach. (a) The Seller, the Servicer Purchaser or the TrusteeBVAC, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to under Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.02. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first full Collection Period after Period, following the discovery, BVAC shall repurchase from the Purchaser any such breach is discovered by the Servicer Receivable if such Receivable or the Trustee or in which interest therein of the Trustee receives written notice from Purchaser, the Seller Issuer, the Noteholders, the Certificateholder or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable Insurer is materially and adversely affected by any such breach or failure to perfect as of such the last dayday of the first full Collection Period. As In consideration for of the repurchase purchase of the Receivable, the Seller BVAC shall remit the Purchase Amount in to or for the manner specified in account of the Purchaser. The sole remedy of the Purchaser shall be to require BVAC to repurchase Receivables pursuant to this Section 5.53.03; provided, however, that the obligation of Seller shall indemnify the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3Owner Trustee, the sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Insurer, the Backup Servicer, the Standby Servicer, the Servicer, the Noteholders, the Certificateholder and their respective officers, directors and employees 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 Certificateholders events or facts giving rise to such repurchase. BVAC hereby consents to the assignment by the Purchaser of its rights under this Agreement to the Trust in the Trust and Servicing Agreement and the subsequent pledge by the Trust to the Indenture Trustee under the Indenture. The provisions of this Section 3.03 are intended to grant the Indenture Trustee a direct right against the Seller acting at the direction or with the consent of the Insurer or Noteholders, as applicable, to demand performance hereunder, and in connection therewith the Seller waives any requirement of prior demand against the Purchaser and waives any defaults it would have against the Purchaser with respect to such repurchase obligation. In addition to the foregoing, the Seller shall be under an obligation to promptly purchase from the Purchaser (in its FORM OF PURCHASE AGREEMENT capacity as Servicer under the Trust and Servicing Agreement) any Receivable required to be repurchased by the Purchaser pursuant to a breach of its obligations in the representations Trust and warranties pursuant Servicing Agreement, including, without limitation, the Purchaser's repurchase obligations set forth therein. Moreover, BVAC hereby authorizes the Purchaser and its assignee on behalf of BVAC, to Section 3.1 execute and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained hereindeliver certificates of title for any Financed Vehicle securing a Receivable naming BVAC as secured party, and such other documents or certificates as may be necessary in connection therewith, in order to enforce CNHICA’s obligation identify the Purchaser or its assignee, as appropriate, as the secured party with respect to the Seller to repurchase such Receivables pursuant to the Purchase AgreementFinanced Vehicle.

Repurchase upon Breach. (a) The SellerEach of the Depositor, the Servicer or the Owner Trustee, as the case may beIndenture Trustee, the Seller and the Servicer shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by it of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.02 of the Receivables Purchase Agreement, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period commencing after such breach is discovered by the Servicer discovery or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachthereof, the Seller shall be obligated, obligated and, if necessary, the Seller or the Trustee Issuer shall enforce the obligation obligations of CNHICA the Seller under the Receivables Purchase Agreement Agreement, to repurchase purchase as of such last day any Receivable materially and adversely affected by any such breach; provided, however, that, notwithstanding the qualification of any of the Seller's representations and warranties made pursuant to Section 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement as to the Seller's knowledge, a breach in the substance of any such representation and warranty (without giving effect to such qualification as to knowledge) shall require the Seller to perform its repurchase or cure obligations set forth in this Section 3.03. In consideration of such last day. As consideration for the repurchase of the any such Receivable, the Seller shall remit the Purchase Amount to the Collection Account and notify in writing the Indenture Trustee of such deposit in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.04. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the TrusteeIssuer, the Indenture Trustee, the Noteholders Noteholders, or the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of the representations and warranties a representation or warranty has occurred pursuant to Section 3.1 and 3.01 of this Agreement or Section 3.02 of the Receivables Purchase Agreement or the agreement contained in this Section shall be to require the Seller to repurchase Receivables purchase such Receivable pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller Section or to repurchase such Receivables Receivable pursuant to the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of If a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach any of the representations and warranties set forth in Section 2.02(a) results in the Buyer's obligation (after the applicable grace period) to accept reassignment pursuant to Section 3.1 2.03(c) of the Transfer and Servicing Agreement of all the agreement contained in this Section shall be Receivables that it transferred to require the Issuer, then the Seller to will repurchase Receivables pursuant to this Sectionall such Receivables. In such event, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller will repurchase such Receivables on the Business Day immediately preceding the Distribution Date on which the Buyer is required to repurchase accept reassignment of such Receivables pursuant to the Purchase Transfer and Servicing Agreement. The Seller will repurchase such Receivables by making a payment to the Buyer, in immediately available funds, in an amount not less than the purchase price for such Receivables payable by the Buyer, as specified in the Transfer and Servicing Agreement. Upon payment of such purchase price and reassignment of such Receivables to the Buyer in accordance with the Transfer and Servicing Agreement, the Buyer will automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivables, all Related Security and all monies due or to become due with respect thereto and all proceeds thereof. In connection with any such repurchase, the Buyer will execute such documents and instruments of sale or assignment mutually agreed to by the Buyer and the Seller. The Buyer will also take such other actions as are reasonably requested by the Seller to effect the conveyance of such Receivables. The Seller's obligation to repurchase the Receivables pursuant to this Section 2.02(c) constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.02(c) available to the Buyer and to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.1. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach as of such last daydate. As The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the Receivable, the Seller shall remit remit, or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.6 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Noteholders Trustee or the Certificateholders Noteholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, Collateral Agent and the officers, directors, agents and employees thereof, the Insurer, and the Noteholders 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.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, Indenture Trustee or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by Seller in Section 3.1, provided that the failure to Section 3.1 give such notice shall not affect any obligation of Seller. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if Seller elects, the 30th day) after such breach is discovered by the Servicer date on which Seller becomes aware of, or the Trustee or in which the Trustee receives written notice from the Seller Owner Trustee, Indenture Trustee or the Servicer of of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall purchase each such affected by any such breach Receivable from Issuer as of such last dayday of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. As Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration for the repurchase of the Receivablepurchase of a Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.4. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders Trustee or the Certificateholders Holders with respect to a breach or failure to be true of the representations and or warranties made by Seller pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase purchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase AgreementSection 3.3.

Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, Each party hereto shall inform the other parties to this Agreement and the Indenture Trustee hereto promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to contained in Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) 3.02 of the Purchase AgreementAgreement and assigned to the Trust hereunder or upon the discovery that any Receivable has been materially and adversely affected because a court has determined that a Receivable is not perfected by a first priority perfected security interest in the related Financed Vehicle in favor of the Indenture Trustee. Unless a the breach pursuant or failure to the sections and documents referenced in the preceding sentence perfect shall have been cured by the last day of the second first full Collection Period after such breach is discovered by Period, following the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdiscovery, the Seller Transferor shall be obligatedcause BVAC, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA pursuant to its obligations under the Purchase Agreement to repurchase any such Receivable if such Receivable or the interest therein of the Issuer, the Noteholders, the Residual Interest Holders or the Certificateholders is materially and adversely affected by any such breach or failure to perfect as of such the last dayday of the first full Collection Period. As In consideration for of the repurchase purchase of the Receivable, BVAC shall remit the Purchase Amount, in the manner specified in Section 9.04 hereof. As required under Section 3.03 of the Purchase Agreement, the Transferor shall cause the Seller (as defined therein) to indemnify the Owner Trustee, the Issuer, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Servicer, the Noteholders, the Residual Interest Holders, the Certificateholders and their respective officers, directors and employees against all reasonable 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 claims arising out of the events or facts giving rise to such repurchase. Notwithstanding the foregoing, BVAC shall not be required to remit the Purchase Amount in the manner specified in this Section 5.5; provided, however, that the obligation of the Seller 7.02 with respect to any Receivable repurchased or subject to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties by BVAC pursuant to Section 3.2(b) of 8.08 for the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAreasons specified in Section 8.08. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section In no event shall be to require the Seller to BVAC's repurchase Receivables obligation pursuant to this Section, subject Section 7.02 apply to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase AgreementBack-up Servicer whether acting as successor Servicer or otherwise.

Repurchase upon Breach. (a) The Seller, the Servicer or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations 3.01 that materially and warranties made pursuant to Section 3.2(b) adversely affects the interests of the Purchase 25 (Nissan 2011-B Sale and Servicing Agreement) Securityholders in any Receivable. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after following such breach is discovered by discovery (or, at the Servicer or Seller’s election, the Trustee or in which last day of the Trustee receives written notice from the Seller or the Servicer of first Collection Period following such breachdiscovery), the Seller shall be obligatedobligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA NMAC under the Purchase Agreement Agreement, to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by any such the breach as of such last day. As consideration for the repurchase A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller or NMAC, as applicable, shall remit the Warranty Purchase Amount Payment in the manner specified in Section 5.5; provided5.05. For purposes of this Section 3.02, however, the Warranty Purchase Payment of a Receivable that is not consistent with the obligation Seller’s warranty pursuant to Section 3.01(a)(v) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein to the date of repurchase. The sole remedy of the Seller Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to repurchase the Indenture), or any Receivable arising solely as a result of Securityholder with respect to a breach of CNHICAthe Seller’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.33.01, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, Section and to enforce CNHICA’s the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Trustee or the TrusteeCertificate Insurer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant contained in Section 3.1; provided, that the Trustee shall have no duty to Section 3.1 or Section 6.1inquire concerning, or CNHICA’s to investigate, the breach of any of such representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreementwarranties. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by following the Servicer or the Trustee or in Collection Period during which the Trustee Seller becomes aware of, or receives written notice from the Seller or the Servicer of of, such breach, the Seller shall be obligatedrepurchase as of such day (or, andat the Seller's option, if necessary, as of the Seller or last day of the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase month in which such breach was discovered) any Receivable materially and adversely affected by any such breach as and any Receivable in which the interest of the Trust or of the Certificate Insurer is materially and adversely affected by such last daybreach (unless such Receivable is otherwise being purchased pursuant to Section 11.2). As In consideration for of the repurchase purchase of the Receivable, the Seller shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.3. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Trustee, the Indenture TrusteeTrust, the Noteholders Certificateholders or the Certificateholders Certificate Insurer with respect to a breach of the Seller's representations and warranties pursuant to contained in Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to Section 3.2. The Seller shall notify the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to Certificate Insurer of any repurchase such Receivables of any Receivable pursuant to the Purchase Agreementthis Section.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the Indenture Trustee or (upon actual knowledge of a Responsible Officer thereof) the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA(without regard to any limitations therein as to the Seller’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreementknowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer CPS or the Trustee or in which the Trustee receives written receipt by CPS of notice from the Seller or the Servicer of such breach, CPS (pursuant to the Seller Receivables Purchase Agreement) shall be obligatedrepurchase, andand the Grantor Trust agrees to sell, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable if the value of such Receivable is materially and adversely affected by any such the breach as of the last day of such second Collection Period (or, at CPS’s option, the last day. As consideration for the repurchase day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the interests of the Trust or the Securityholders are materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, CPS shall purchase, and the Grantor Trust agrees to sell, the aggregate Principal Balance of affected Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. In consideration of the purchase of any Receivable, the Seller CPS shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; provided5.6. For purposes of this Section, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result Purchase Amount of a breach of CNHICA’s representations and warranties Receivable that is not consistent with the warranty pursuant to Section 3.2(b3.1(i)(A)(5) or (A)(6) shall include such additional amount as shall be necessary to provide the full amount of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAinterest as contemplated therein. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Grantor Trust, the Owner Trustee, the Indenture Trustee, Trustee and the Noteholders or the Certificateholders Securityholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICACPS’s obligation to the Seller to repurchase purchase such Receivables pursuant to the Receivables Purchase Agreement; provided, however, that CPS shall indemnify the Indenture Trustee, the Owner Trustee, the Delaware Trustee, the Grantor Trust Trustee, the Backup Servicer, the Trust, the Custodian and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, that 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. Upon the Indenture Trustee’s confirmation of receipt of the Purchase Amount in the Collection Account and written instructions from the Servicer, the Custodian shall release to CPS or its designee the related Receivables File and the Custodian or the Indenture Trustee, as applicable, shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Custodian, the Grantor Trust Trustee or the Indenture Trustee, as applicable, and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-1.

Repurchase upon Breach. (a) The SellerDepositor, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s Depositor's representations and warranties made pursuant to Section 3.1 3.01 of this Agreement or Section 6.1, [___] of the Receivable Purchase Agreement or CNHICA’s of the Depositor's representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement3.02 above. Unless a any such breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered following the discovery thereof by the Servicer or the Trustee or in which receipt by the Trustee receives written of notice from the Seller Depositor or the Servicer of such breach, the Seller Depositor shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last dayday (or, at the Depositor's option, the last day of the first Collection Period following such discovery or notice). As In consideration for of the repurchase of the any Receivable, the Seller Depositor shall remit the Purchase Amount Amount, in the manner specified in Section 5.5; 5.05 provided, however, that the obligation of the Seller Depositor to repurchase any Receivable receivable arising solely as a result of a breach of CNHICA’s the Seller's representations and warranties pursuant to under Section 3.2(b) 3.02 of the Receivables Purchase Agreement is subject to the receipt by the Seller Depositor of the Purchase Amount from CNHICAthe Seller. Subject to the provisions of Section 6.37.03, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders Trust or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 3.01 and 3.02 and the agreement Agreement contained in this Section shall be to require the Seller Depositor to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the Seller's obligation to the Seller Depositor to repurchase such Receivables pursuant to the Receivables Purchase Agreement.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the warranties (including in the case of Sections 2.2(iii), (ix) and (xix) any breach or failure which would have occurred if such warranty had not been made to the best knowledge of the Seller’s representations and warranties ) made by the Seller pursuant to Section 3.1 2.2 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement2.3. Unless a the breach pursuant to the sections and documents referenced in the preceding sentence or failure shall have been cured by the last day of the second Collection Period which includes the 60th day after such breach is discovered by the Servicer or the Trustee or in date on which the Trustee Seller becomes aware of, or receives written notice from the Seller Trustee or the Servicer of of, such breachbreach or failure, the Seller shall repurchase from the Trust, without recourse, representation or warranty, other than that the Trustee, on behalf of the Trust, has not imposed any liens on the Receivable to be obligatedrepurchased, and, if necessaryany Receivable, the Seller or interests of the Trustee shall enforce Trust and the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable Certificateholders in which is materially and adversely affected by any the breach or failure, on the Deposit Date related to such breach Collection Period. Such purchase shall occur as of the last day of such last dayCollection Period. As Any breach of a representation relating to the status of a Receivable as a Simple Interest Receivable or the Contract Rate of a Receivable shall be deemed to materially and adversely affect the Certificateholders. In consideration for of the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business (New York time) on the applicable Deposit Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely 4.3(b). Except as a result of a breach of CNHICA’s representations and warranties pursuant to provided in Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.37.2, the sole remedy of the Issuing EntityTrust, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach or failure to be true of the representations and warranties made by the Seller pursuant to Section 3.1 and the agreement contained in this 2.2 or Section 2.3 shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) . (a) The Seller, the Servicer Master Servicer, any Trust Officer of the Indenture Trustee or the Owner Trustee, as the case may be, shall inform each of the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.13.1; provided, or CNHICA’s representations and warranties made pursuant however, that the failure to Section 3.2(b) give any such notice shall not derogate from any obligations of the Purchase AgreementSeller under this Section 3.2. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by As of the last day of the second Collection Period after (or, if the Seller so elects, the first, or with respect to any exceptions appearing on any exception report delivered by the Indenture Trustee, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach (or such longer period not in excess of 120 days, as may be agreed upon by the Indenture Trustee and the Master Servicer), unless such breach is discovered cured by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breachdate, the Seller shall be obligated, and, if necessary, the Seller have an obligation to repurchase or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement cause HAFC to repurchase any Receivable in which the interests of the related Series Securityholders are materially and adversely affected by any such breach as breach. In consideration of such last day. As consideration for and simultaneously with the repurchase of the ReceivableReceivables, the Seller shall remit remit, or cause HAFC to remit, to the Purchase related Series Collection Account, the Repurchase Amount in the manner specified in Section 5.5; provided, however, that 5.4 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, Trustee and the Noteholders or the Certificateholders related Series Securityholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase of the Receivables pursuant to this Section, subject to the conditions contained herein, and herein or to enforce CNHICA’s the obligation of HAFC to the Seller to repurchase such Receivables pursuant to the Master Receivables Purchase AgreementAgreements. Neither the Owner Trustee nor the Indenture Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

Repurchase upon Breach. (a) The Each of the Originator, the Servicer, the Seller, the Servicer or Owner Trustee and the TrusteeBorrower, as the case may be, shall inform the Collateral Agent and the Deal Agent and the other parties to this Agreement and the Indenture Trustee promptly, which notice shall be in writing, upon the discovery by any such party of any breach of any of the Borrower’s representations and warranties made pursuant to Section 5.1, the Originator’s representations and warranties made pursuant to Section 3.2 of the Sale and Contribution Agreement and/or the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Receivables Purchase Agreement. Unless a breach pursuant to On the sections and documents referenced Payment Date occurring in the preceding sentence shall have been cured month immediately following the month during which the discovery by the last day of Borrower, the second Collection Period after such breach is discovered by Originator, the Servicer, or the Seller, as applicable, first occurred or the Borrower, the Originator, the Servicer or the Seller, as applicable, received from the Servicer, the Deal Agent, the Owner Trustee or in which the Trustee receives written any Lender notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessaryunless such breach is cured by such date, the Seller Borrower, the Originator or the Trustee Seller, as applicable, shall enforce the have an obligation of CNHICA under the Purchase Agreement to repurchase any Receivable in which the interests of the Secured Parties are materially and adversely affected by any such breach as of such last daydate. As In consideration for of and simultaneously with the repurchase of the Receivable, the Seller Borrower, the Originator, the Servicer, the Collateral Agent or the Seller, as applicable, shall remit to the Collection Account (x) if, after giving effect to such repurchase, there shall exist any Borrowing Base Deficit, the Purchase Amount in the manner specified in Section 5.5; providedPrice or (y) otherwise, howeverzero, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained Borrower and the Collateral Agent shall execute such assignments and other documents reasonably requested by such person in this Section shall be order to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase effect such Receivables pursuant to the Purchase Agreementrepurchase.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, the ---------------------- Insurer or the Indenture Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee Insurer promptly, in writing, upon the discovery of any breach of the Seller’s 's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) hereof. As of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered (or, if the Seller so elects, the first) month following the discovery by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or receipt by the Servicer Seller of notice from any of the Servicer, the Insurer or the Indenture Trustee of such breach, unless such breach is cured by such date, the Seller shall be obligated, and, if necessaryrepurchase from the Trust any Receivable in which the interests of the Noteholders, the Seller Certificateholders or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable Insurer are materially and adversely affected by any such breach as of such last daydate. As The "second month" shall mean the month following the month in which discovery occurs or notice is given, and the "first month" shall mean the month in which discovery occurs or notice is given. In consideration for of and simultaneously with the repurchase of the a such Receivable, the Seller shall remit to the Indenture Trustee for deposit to the Collection Account the Purchase Amount in the manner specified in Section 5.5; provided, however, that 5.5 and the obligation of the Seller Issuer shall execute such assignments and other documents reasonably requested by such person in order to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICAeffect such repurchase. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders Noteholders, the Certificateholders or the Certificateholders Insurer with respect to a breach of the representations and warranties made pursuant to Section 3.1 and the agreement contained in this Section hereof shall be to require the Seller to repurchase of Receivables pursuant to this Section, subject . Subject to the conditions contained herein, and neither the Owner Trustee, the Issuer nor the Indenture Trustee shall have a duty to enforce CNHICA’s obligation conduct any affirmative investigation as to the Seller to occurrence of any conditions requiring the repurchase such Receivables of any Receivable pursuant to the Purchase Agreementthis Section.

Repurchase upon Breach. (a) The Seller, the Servicer Servicer, Indenture Trustee or the TrusteeIssuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery (or, with respect to the Indenture Trustee or Issuer, upon actual knowledge of a Responsible Officer) of any breach or failure to be true of the Seller’s representations and or warranties made pursuant by Seller in Section 3.1, provided that the failure to Section 3.1 give such notice shall not affect any obligation of Seller. If the breach or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence failure shall not have been cured by the last day of the second Collection Period which includes the 60th day (or if Seller elects, the 30th day) after such breach is discovered by the Servicer date on which Seller becomes aware of, or the Trustee or in which the Trustee receives written notice from the Seller Issuer, Indenture Trustee or the Servicer of of, such breachbreach or failure, the Seller shall be obligated, and, if necessary, the Seller and such breach or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected by any such breach Receivable from Issuer as of such last dayday of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. As Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of Issuer to receive and retain payment in full on such Receivable. In consideration for of the repurchase of the Receivablea Receivable hereunder, the Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA5.4. Subject to the provisions of Section 6.3, the The sole remedy of the Issuing EntityIssuer, the TrusteeIssuer, the Indenture Trustee, the Noteholders Trustee or the Certificateholders Holders with respect to a breach or failure to be true of the representations and or warranties made by Seller pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

Repurchase upon Breach. (a) The SellerBorrower, the Servicer Servicer, the Administrative Agent, the Surety Provider or the TrusteeCollateral Agent, as the case may be, shall inform the other parties to of this Agreement and the Indenture Trustee Surety Provider promptly, in writing, writing upon the discovery of any material breach of the Seller’s Borrower's representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant 2.9 (without regard to Section 3.2(b) of the Purchase Agreementany limitation therein as to knowledge). Unless a the breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second first Collection Period commencing after such breach is discovered the Borrower's receipt of written notice of the discovery thereof by the Servicer Collateral Agent or any Notice Party or receipt by the Trustee or in which Collateral Agent and the Trustee receives written Notice Parties of notice from the Seller Borrower or the Servicer of such breach, the Seller Borrower shall be obligated, and, cause the Originator to purchase any related Receivable if necessary, the Seller or the Trustee shall enforce the obligation interests of CNHICA under the Purchase Agreement to repurchase any Secured Party in such Receivable are materially and adversely affected by any such the breach as of the last day of such last dayfirst Collection Period pursuant to the First Tier Purchase Agreement. As In consideration for of the repurchase purchase of the Receivable, the Seller Borrower, pursuant to the First Tier Purchase Agreement, shall cause the Originator to remit the Purchase Amount Repurchase Amount, in the manner specified in Section 5.5; provided4.5. Notwithstanding anything to the contrary in this Agreement or any other Related Document, however, that the obligation sole remedy of the Seller Collateral Agent, the Lender, the Parallel Lenders, the Surety Provider, the Bank Agent and the Administrative Agent with respect to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section 2.9 shall be to require enforce the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s Originator's obligation to the Seller to repurchase purchase such Receivables pursuant to the First Tier Purchase Agreement; provided, however, that, pursuant to the First Tier Purchase Agreement, the Borrower shall cause the Originator to indemnify the Collateral Agent, the Notice Parties, the Parallel Lenders and the Lender against all reasonable costs, reasonable 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 by the Originator. Upon deposit of the Repurchase Amount in the Collection Account and receipt of written instructions from the Servicer, the Lender and the Parallel Lenders (or the Administrative Agent and the Bank Agent on their behalf) shall direct the Collateral Agent to, and the Collateral Agent, on behalf of itself and the Secured Parties, upon receipt of such direction shall, release to the Originator or its designee the related Receivables File, and the Collateral Agent and each Secured Party shall execute and deliver all reasonable instruments of transfer or assignment, without recourse (except for a representation and warranty by each Secured Party that upon such transfer or assignment such Receivable is free of any Lien created by such Secured Party), as are prepared by the Borrower and delivered to the Collateral Agent or such Secured Party and necessary to vest in the Originator or such designee title to the Receivable and related collateral.