Common use of Repurchase Clause in Contracts

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In On the event Repurchase Date for any representation or warranty under Section ---------- 2.3 (a) is not true and correct as Transaction, termination of the date specified therein Transaction will be effected by transfer to Seller or its designee of the Purchased Assets being repurchased and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Article 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer; provided, however, that (x) Buyer shall have no obligation to permit Seller to repurchase any Purchased Asset if a Default or an Event of Default shall have occurred and be continuing or any unsatisfied Margin Deficit beyond the Margin Threshold shall exist unless such Margin Deficit, Default or Event of Default would be cured by the repurchase of such Purchased Asset or such Margin Deficit is concurrently cured by Seller in accordance with Article 4 of this Agreement or such Default or Event of Default is concurrently cured in accordance with this Agreement and (y) notwithstanding anything to the contrary in Article 5(f), with respect to Principal Payments in full with respect to any Receivable or Account and Purchased Asset prior to the Buyer isrelated maturity date, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) termination of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as related Transaction may be agreed effected by Seller causing the Mortgagor to by the Buyer) transfer directly to an account of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by rather than the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement ProvidersWaterfall Account, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Repurchase Price for such ReceivablePurchased Asset. Upon Concurrently with payment of the Purchase Price, the Buyer shall automatically and without further action be deemed Repurchase Price 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 accordance with the foregoing on such ReceivableRepurchase Date, all Collateral Security, Buyer’s security interest in the related Floorplan Rights and all monies due or to become due Collateral shall terminate in accordance with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of CertificateholdersArticle 6(c).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, WODFI in connection therewith, is required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling Trust Sale and Servicing Agreement, then, then within 30 days (or such longer period as may be agreed to by the BuyerWODFI) of the earlier to occur of the discovery of any such event by the Seller World Omni or the BuyerWODFI, or receipt by the Seller World Omni or the Buyer WODFI of written notice of any such event given by the Owner Trustee the Indenture Trustee, any Agent or any Enhancement Providers, the Seller World Omni shall repurchase the such Receivable or Receivables of which the Buyer WODFI is required to accept reassignment pursuant to the Pooling Trust Sale and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller World Omni shall purchase each such Receivable by making a payment to the Buyer WODFI in immediately available funds on the Business Day preceding the Distribution Payment Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer WODFI shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the SellerWorld Omni, without recourse, representation or warranty, all the right, title and interest of the Buyer WODFI in and to such Receivable, all Collateral Security, the related Floorplan Rights Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer WODFI shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller World Omni to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller World Omni to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to WODFI, the Buyer Trust and to the Certificateholders Securityholders (or the Owner Trustee on behalf of Certificateholdersthe Certificateholders or the Indenture Trustee on behalf of the Noteholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a) is not true and correct At the Closing (as defined below), subject to the satisfaction of the date specified therein with respect conditions and to any Receivable or Account the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Buyer isCompany hereby purchases from such Seller, in connection therewiththe number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) effect the conversion of the Pooling Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and Servicing Agreement, then, within 30 days (or such longer period place as may be agreed to upon by the Buyer) Company and the Sellers. At the Closing, the Company agrees to deliver to each of the earlier to occur Sellers, by wire transfer of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is funds, to occur an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price for such Receivable. Upon payment multiplied by the aggregate number of Repurchase Shares of the Purchase Price, respective Seller as set forth on the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).attached Schedule A.

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the a Seller or the Buyer, or receipt by the either Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the applicable Seller shall repurchase the Receivable or Receivables Receivables, if any, of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The applicable Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the such Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the such Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the such Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a) is not true On the terms and correct as conditions set forth in this Purchase Agreement, Seller shall sell and transfer to the Company, Parent shall cause Seller to sell and transfer to the Company and the Company shall purchase from the Seller, 6,000,000 Ordinary Shares. The purchase price for each Ordinary Share purchased pursuant to this Purchase Agreement (the “Repurchased Shares”) shall be equal to the public offering price per Ordinary Share received by the underwriters (the “Repurchase Price”) in the secondary offering of the date specified therein Seller’s Ordinary Shares made concurrently (i.e. on or around the same date) with respect to any Receivable or Account the sale and purchase under this Agreement (the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c“Secondary Offering”). (b) The closing of the Pooling sale of the Repurchased Shares shall take place on such date and Servicing Agreement, then, within 30 days (or such longer period time as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recoursethe Company and the Parent. At the closing, representation or warranty, Seller shall deliver to the Company all the right, title and interest of the Buyer in and to such Receivablethe Repurchased Shares, free and clear of all Collateral Securityliens, claims, security interests and other encumbrances and the related Floorplan Rights and all monies due Company shall pay to the Seller the aggregate Repurchase Price in immediately available funds by wire transfer to an account in accordance with instructions provided by Seller or to become due with respect thereto and all proceeds thereofParent. The Buyer Seller shall execute (including, without limitation, by liaising with Computershare Trust Company, N.A. (or its successor or assign) as depositary, transfer agent and registrar of the Company (the “Depositary”) and executing such documents as the Depositary may require for the purpose), subject to and instruments in accordance with the customary requirements and procedures of transfer or assignment and take the Depositary applicable to such other actions as shall reasonably transaction, procure that any Ordinary Share to be required sold by the Seller to effect the conveyance Company is transmitted or delivered so that the custodial receipt representing such Ordinary Share is surrendered and cancelled and the Company receives the Ordinary Share in record form. (c) For the purposes of such Receivables section 696 of CA 2006, the name of the member holding Ordinary Shares to which this Purchase Agreement relates is Computershare Nominees Limited, which acts as nominee for the Depositary. (d) No sale or purchase of Ordinary Shares may occur pursuant to this Section. The obligation Purchase Agreement following five years from the date of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf Resolution which approves this form of Certificateholders)Purchase Agreement, in accordance with section 694 CA 2006.

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.03(a) is not true and correct as of the date specified therein with respect to any NH Receivable or Account and the Buyer Purchaser is, in connection therewith, required to purchase such NH Receivable or all NH Receivables in such Account pursuant to Section 2.4(c2.04(c) of the Pooling Transfer and Servicing Agreement, then, within 30 60 days (or such longer period as may be agreed to by the BuyerPurchaser) of the earlier to occur of the discovery of any such event by the Seller Originator or the BuyerPurchaser, or receipt by the Seller Originator or the Buyer Purchaser of written notice of any such event given by the Indenture Trustee or any Enhancement Providers, the Seller Originator shall repurchase the NH Receivable or NH Receivables of which the Buyer Purchaser is required to accept reassignment NH RECEIVABLES PURCHASE AGREEMENT pursuant to the Pooling Transfer and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller Originator shall purchase each such NH Receivable by making a payment to the Buyer Purchaser in immediately available funds on the Business Day preceding the Distribution Determination Date on which such reassignment is to occur in an amount equal to the Purchase Price for such NH Receivable. Upon payment of the Purchase Price, the Buyer Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the SellerOriginator, without recourse, representation or warranty, all the right, title and interest of the Buyer Purchaser in and to such NH Receivable, all Collateral Security, the related Floorplan Rights Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller Originator to effect the conveyance of such NH Receivables pursuant to this Section. The obligation of the Seller Originator to repurchase any such NH Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer Purchaser and to the Certificateholders Noteholders (or the Indenture Trustee on behalf of CertificateholdersNoteholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.03(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer Purchaser is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c2.04(c) of the Pooling Transfer and Servicing Agreement, then, within 30 [60] days (or such longer period as may be agreed to by the BuyerPurchaser) of the earlier to occur of the discovery of any such event by the Seller Originator or the BuyerPurchaser, or receipt by the Seller Originator or the Buyer Purchaser of written notice of any such event given by the Indenture Trustee or any Enhancement Providers, the Seller Originator shall repurchase the Receivable or Receivables of which the Buyer Purchaser is required to accept reassignment pursuant to the Pooling Transfer and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller Originator shall purchase each such Receivable by making a payment to the Buyer Purchaser in immediately available funds on the Business Day preceding the Distribution Determination Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the SellerOriginator, without recourse, representation or warranty, all the right, title and interest of the Buyer Purchaser in and to such Receivable, all Collateral Security, the related Floorplan Rights Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller Originator to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller Originator to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer Purchaser and to the Certificateholders Noteholders (or the Indenture Trustee on behalf of CertificateholdersNoteholders).

Repurchase. In (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium, subject to the event last sentence of this Section 3(d)(i), on any representation or warranty under date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section ---------- 2.3 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (a1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein with respect therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Receivable or Account and Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer is, in connection therewith, any amount required to purchase compensate such Receivable Buyer for any additional losses, costs or all Receivables expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in such Account respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 2.4(c5) against the simultaneous transfer of the Pooling and Servicing Agreement, then, within 30 days (Repurchase Price to an account of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or such longer period as may be agreed to by Custodian at the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement Sellers’ expense on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. (i) Each Seller may repurchase a Purchased Mortgage Loan without penalty or premium on any date and such Seller shall repurchase a Purchased Mortgage Loan on the related Repurchase Date at the related Repurchase Price less any amounts transferred pursuant to Section 6 hereof. In the event that a Seller wishes to repurchase a Purchased Mortgage Loan, such Seller shall give at least one (1) Business Day’s prior written notice thereof to Buyer, which notice shall set forth (A) the Purchased Mortgage Loans to be repurchased, (B) the Repurchase Date and (C) the Repurchase Price thereof which shall be due and payable on the Repurchase Date specified therein. Upon Buyer’s receipt of an amount at least equal to such Repurchase Price on any representation or warranty under Section ---------- 2.3Business Day prior to 3 p.m. (eastern standard time), such amount shall be applied to the Repurchase Price on that same Business Day. Any amounts received after 3 p.m. (eastern standard time) shall be deemed received by Buyer on the next Business Day. (aii) is not true and correct as On the Repurchase Date, termination of the date specified therein with Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to any Receivable or Account and the Buyer isobligations of, in connection therewith, required to purchase such Receivable or all Receivables in such Account Seller pursuant to Section 2.4(c6) against the simultaneous transfer of the Pooling and Servicing Agreement, then, within 30 days (Repurchase Price to an account of Buyer. Such Seller is obligated to obtain the Mortgage Files from Buyer or its designee at such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement Seller’s expense on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a) is not true On the terms and correct as conditions set forth in this Purchase Agreement, Seller shall sell and transfer to the Company, Parent shall cause Seller to sell and transfer to the Company and the Company shall purchase from the Seller, 5,000,000 Ordinary Shares. The purchase price for each Ordinary Share purchased pursuant to this Purchase Agreement (the “Repurchased Shares”) shall be the public offering price per Ordinary Share received by the underwriters (the “Repurchase Price”) in the secondary offering of the date specified therein Seller’s Ordinary Shares made concurrently (i.e. on or around the same date) with respect to any Receivable or Account the sale and purchase under this Agreement (the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c“Secondary Offering”). (b) The closing of the Pooling sale of the Repurchased Shares shall take place on such date and Servicing Agreement, then, within 30 days (or such longer period time as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recoursethe Company and the Parent. At the closing, representation or warranty, Seller shall deliver to the Company all the right, title and interest of the Buyer in and to such Receivablethe Repurchased Shares, free and clear of all Collateral Securityliens, claims, security interests and other encumbrances and the related Floorplan Rights and all monies due Company shall pay to the Seller the aggregate Repurchase Price in immediately available funds by wire transfer to an account in accordance with instructions provided by Seller or to become due with respect thereto and all proceeds thereofParent. The Buyer Seller shall execute (including, without limitation, by liaising with Computershare Trust Company, N.A. (or its successor or assign) as depositary, transfer agent and registrar of the Company (the “Depositary”) and executing such documents as the Depositary may require for the purpose), subject to and instruments in accordance with the customary requirements and procedures of transfer or assignment and take the Depositary applicable to such other actions as shall reasonably transaction, procure that any Ordinary Share to be required sold by the Seller to effect the conveyance Company is transmitted or delivered so that the custodial receipt representing such Ordinary Share is surrendered and cancelled and the Company receives the Ordinary Share in record form. (c) For the purposes of such Receivables section 696 of CA 2006, the name of the member holding Ordinary Shares to which this Purchase Agreement relates is Computershare Nominees Limited, which acts as nominee for the Depositary. (d) No sale or purchase of Ordinary Shares may occur pursuant to this Section. The obligation Purchase Agreement following five years from the date of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf Resolution which approves this form of Certificateholders)Purchase Agreement, in accordance with section 694 CA 2006.

Repurchase. In the event any representation or warranty under ---------- Section ---------- 2.3 (a2.03(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer Purchaser is, in connection therewithas the result of any such breach, required to purchase accept a reassignment of such Receivable or all Receivables in such Account pursuant to Section 2.4(c2.04(c) of the Pooling and Servicing Agreement, then, within 30 thirty (30) days (or such longer period as may be agreed to by the BuyerPurchaser) of the earlier to occur of the discovery of any such event by the Seller or the BuyerPurchaser, or receipt by the Seller or the Buyer Purchaser of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall shall, unless a Liquidation Event has occurred, repurchase the Receivable or Receivables of which the Buyer Purchaser is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable pursuant to this Section 2.03 by making a payment to the Buyer Purchaser in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer Purchaser shall 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 Purchaser in and to such Receivable, all Collateral Security, the related Floorplan Rights Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer Purchaser and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.03(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c2.04(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights Receivable and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, VDF in connection therewith, is required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling Trust Sale and Servicing Agreement, then, then within 30 days (or such longer period as may be agreed to by the BuyerVDF) of the earlier to occur of the discovery of any such event by the Seller VCI or the BuyerVDF, or receipt by the Seller VCI or the Buyer VDF of written notice of any such event given by the Trustee Owner Trustee, the Indenture Trustee, any Agent or any Enhancement Providers, the Seller VCI shall repurchase the such Receivable or Receivables of which the Buyer VDF is required to accept reassignment pursuant to the Pooling Trust Sale and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller VCI shall purchase each such Receivable by making a payment to the Buyer VDF in immediately available funds on the Business Day preceding Payment Date immediately following the Distribution Determination Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer VDF shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the SellerVCI, without recourse, representation or warranty, all the right, title and interest of the Buyer VDF in and to such Receivable, all Collateral Security, the related Floorplan Rights Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer VDF shall execute such documents and instruments of transfer or assignment and take t▇▇▇ such other actions as shall reasonably be required requested by the Seller VCI to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller VCI to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to VDF, the Buyer Trust, the Noteholders and to the Certificateholders Residual Interestholder (or the Owner Trustee on behalf of Certificateholdersthe Residual Interestholder or the Indenture Trustee on behalf of the Noteholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the a Seller or the Buyer, or receipt by the either Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the applicable Seller shall repurchase the Receivable or Receivables Receivables, if any, of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The applicable Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the such Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the such Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the such Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In (i) The Seller may repurchase Purchased MH Loans without penalty or premium, subject to the event any representation or warranty under last sentence of this Section ---------- 2.3 (a3(d)(i) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant subject further to Section 2.4(c3(e) of below, on any date. The Repurchase Price payable for the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery repurchase of any such event by Purchased MH Loan shall be reduced as provided in Section 5(d). If the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any intends to make such event given by the Trustee or any Enhancement Providersa repurchase, the Seller shall repurchase give one (1) Business Day's prior written notice thereof to the Receivable or Receivables of which Buyer, designating the Purchased MH Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased MH Loans. If any Purchased MH Loan is repurchased on any date other than the Reset Date for such Transaction, the Seller shall pay to the Buyer is any amount required to accept compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the Seller or its designee of the Purchased MH Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the Pooling simultaneous transfer of the Repurchase Price to an account of Buyer. Upon receipt of the Repurchase Price, Buyer shall execute all documents and Servicing Agreement on take all actions reasonably necessary to transfer title to the Business Day preceding the Determination Date on which such reassignment is Purchased MH Loans in Seller's name and assign all of Buyer's rights thereunder to occurSeller. The Seller shall purchase each such Receivable by making a payment is obligated to obtain the Loan Files from Buyer in immediately available funds or its designee at the Seller's expense on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. In (i) Each Seller may repurchase Purchased Assets without penalty or premium, subject to the event last sentence of this Section 3(d)(i), on any representation date. The Repurchase Price payable for the repurchase of any such Purchased Asset shall be reduced as provided in Section 5(a) or warranty under Section ---------- 2.3 4(d). If either Seller intends to make such a repurchase, such Seller shall give one (a1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Assets to be repurchased. If such notice is not true given, the amount specified in such notice shall be due and correct as of payable on the date specified therein with respect therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Assets. If any Receivable Purchased Asset is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or Account expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) Prior to an Event of Default, if any Purchased Asset is finally liquidated in the ordinary course of servicing such Purchased Asset during any monthly period, (A) the Repurchase Date for such Purchased Asset shall be the date of liquidation, (B) all proceeds of such liquidation shall be held by Sellers and the Buyer isServicer, in connection therewithtrust for Buyer and shall constitute the property of the Buyer, required and (C) the Repurchase Price for such Purchased Asset (including Price Differential through the date of payment) shall be paid to purchase Buyer on the first Business Day of the following month. (iii) On the Repurchase Date, (A) termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Assets (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Receivable or all Receivables in such Account Seller pursuant to Section 2.4(c5) against the simultaneous transfer of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed Repurchase Price to by an account of the Buyer) of . Such Seller is obligated to obtain the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or Asset Files from the Buyer of written notice of any or its designee at such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement Seller’s expense on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Repurchase Date.

Repurchase. (a) On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer’s behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, (unless the repurchase of such Purchased Asset cures such monetary or material non-monetary Default or such Event of Default or unless such repurchase is as a result of a repayment of the Purchased Asset in full by the Underlying Obligor) Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from ▇▇▇▇▇’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. The portion of any Release Amount paid in connection with the repurchase of a Purchased Asset that is in excess of the then current Repurchase Price of the related Purchased Asset shall be applied to the outstanding Repurchase Obligations in the manner and order specified in the proviso to the definition of Release Amount. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer or depositing into the Waterfall Account, as applicable, the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. (b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no monetary or material non-monetary Default or any representation or warranty under Section ---------- 2.3Event of Default has occurred and is continuing and Buyer has received the full Repurchase Price owed in connection with such Purchased Asset (including any Exit Fee and Release Amount), Buyer shall remit to Seller promptly (and, in any event, within five (5) Business Days of Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the Purchased Asset being repaid. (ac) is not true At any time during the existence of a monetary or material non-monetary Default or any Event of Default or any unsatisfied Margin Call, Seller shall be permitted to repurchase a Purchased Asset and correct as obtain the release thereof only if Seller satisfies the conditions of the date specified therein with respect to any Receivable or Account Repurchase Documents in connection therewith and the Buyer isRepurchase Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer, and the Excess Amount paid by Seller in connection therewiththerewith shall be applied by Buyer to the outstanding Repurchase Obligations in accordance with and subject to the provisos to the definition of Release Amount. (d) For the avoidance of doubt, required nothing herein shall prohibit Seller from selling an Asset to Buyer on the Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders)Asset.

Repurchase. In the event any representation or warranty under ---------- Section ---------- 2.3 (a2.03(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c2.04(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights Related Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c2.04(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall 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 Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the a Seller or the Buyer, or receipt by the either Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the applicable Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The applicable Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the such Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the such Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the such Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, VDF in connection therewith, is required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling Trust Sale and Servicing Agreement, then, then within 30 days (or such longer period as may be agreed to by the BuyerVDF) of the earlier to occur of the discovery of any such event by the Seller VCI or the BuyerVDF, or receipt by the Seller VCI or the Buyer VDF of written notice of any such event given by the Trustee Owner Trustee, the Indenture Trustee, any Agent or any Enhancement Providers, the Seller VCI shall repurchase the such Receivable or Receivables of which the Buyer VDF is required to accept reassignment pursuant to the Pooling Trust Sale and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller VCI shall purchase each such Receivable by making a payment to the Buyer VDF in immediately available funds on the Business Day preceding the Distribution Payment Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer VDF shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the SellerVCI, without recourse, representation or warranty, all the right, title and interest of the Buyer VDF in and to such Receivable, all Collateral Security, the related Floorplan Rights Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer VDF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller VCI to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller VCI to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to VDF, the Buyer Trust, the Noteholders and to the Certificateholders Residual Interestholder (or the Owner Trustee on behalf of Certificateholdersthe Residual Interestholder or the Indenture Trustee on behalf of the Noteholders).

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a2.03(a) is not true and correct as of the date specified therein with respect to any Case Receivable or Account and the Buyer Purchaser is, in connection therewith, required to purchase such Case Receivable or all Case Receivables in such Account pursuant to Section 2.4(c2.04(c) of the Pooling Transfer and Servicing Agreement, then, within 30 60 days (or such longer period as may be agreed to by the BuyerPurchaser) of the earlier to occur of the discovery of any such event by the Seller Originator or the BuyerPurchaser, or receipt by the Seller Originator or the Buyer Purchaser of written notice of any such event given by the Indenture Trustee or any Enhancement Providers, the Seller Originator shall repurchase the Case Receivable or Case Receivables of which the Buyer Purchaser is required to accept reassignment pursuant to the Pooling Transfer and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller Originator shall purchase each such Case Receivable by making a payment to the Buyer Purchaser in immediately available funds on the Business Day preceding the Distribution Determination Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Case Receivable. Upon payment of the Purchase Price, the Buyer Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the SellerOriginator, without recourse, representation or warranty, all the right, title and interest of the Buyer Purchaser in and to such Case Receivable, all Collateral Security, the related Floorplan Rights Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required requested by the Seller Originator to effect the conveyance of such Case Receivables pursuant to this Section. The obligation of the Seller Originator to repurchase any such Case Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer Purchaser and to the Certificateholders Noteholders (or the Indenture Trustee on behalf of CertificateholdersNoteholders).