Common use of Valid Transfer Clause in Contracts

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners Purchasers in any Collateral Security in respect of the Partial Accounts (other than the Vehicles vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.05(a). Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.02 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.03 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in repurchase the Collection Account in immediately available funds Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Section 2.07 (a) Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the NoteholdersInvestor Certificateholders, then either the Trustee or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all Notesoutstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the NoteholdersInvestor Certificateholders), may direct the Seller to purchase the NoteholdersCertificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the NoteholdersCertificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified therefor with respect to each outstanding Series in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Investor Certificateholders on such Distribution Date in accordance with Section 706 Article IV and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee or the Noteholders Investor Certificateholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, the obligation of the Seller to purchase the NoteholdersCertificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust WODFI of all right, title and interest of the Seller World Omni in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Florida and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust WODFI shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Basic Documents, neither the Seller World Omni nor any Person claiming through or under the Seller World Omni has any claim to or interest in the Collateral of Owner Trust Estate or the TrustTrust Estate. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesWODFI. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent World Omni or the Trustee WODFI of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any a breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 results in the interests obligation of WODFI to redeem the Notes pursuant to Section 2.3 of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority Trust Sale and Servicing Agreement and Section 10.1 of the aggregate Outstanding Dollar Principal Amount of all NotesIndenture, by notice then given in writing to World Omni shall repurchase the Seller (and to the Trustee, the Trust, any Enhancement Providers Receivables and the Servicer if given by the Noteholders), may direct the Seller Collateral Security and pay to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds WODFI on the Business Day preceding the date on which such Payment Date, in payment for such purchase redemption of Notes is to be made an amount of cash equal to the amount WODFI is required to deposit into the applicable Principal Funding Account pursuant to Section 2.3 of the Noteholders' Interest, the Reassignment Amount for such Payment DateTrust Sale and Servicing Agreement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 The obligation of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller World Omni to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest retransferred Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against World Omni respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to WODFI, the Trust and to the Noteholders (or the Indenture Trustee on behalf of the Noteholders.).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.07(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the NoteholdersInvestor Certificateholders, then either the Trustee or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all Notesoutstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the NoteholdersInvestor Certificateholders), may direct the Seller to purchase the NoteholdersCertificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the NoteholdersCertificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified therefor with respect to each outstanding Series in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Investor Certificateholders on such Distribution Date in accordance with Section 706 Article IV and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee or the Noteholders Investor Certificateholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, the obligation of the Seller to purchase the NoteholdersCertificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Minnesota and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.2 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.4 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in repurchase the Collection Account in immediately available funds Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in Each of the case of Additional Accounts, the related Assignment constitutes Receivables Purchase Agreements creates a valid sale, transfer and assignment to the Transferor of, and the Transferor is the legal and beneficial owner of, all right, title and interest of the Originators in and to the Receivables and Related Security now existing and hereafter created during the Revolving Period and the proceeds thereof. This Agreement constitutes a valid transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in and to the Receivables now existing and hereafter created and purchased by the Collateral Security Transferor pursuant to the Receivables Purchase Agreements, and in and to all other Trust Assets and the proceeds thereof and all such funds as are required to be deposited pursuant to this Agreement from time to time in the Concentration Account, the ▇▇▇▇▇▇▇▇▇▇ Collection Accounts and any Series Account, or, if this Agreement does not constitute such a transfer and assignment, constitutes a valid grant to the Trust of a first priority perfected "security interest" (as defined in the UCC of the Seller's rightsState of New York and of the jurisdiction the law of which governs the perfection of the interest in the Receivables and other Trust Assets created hereunder) in all right, remedies, powers title and privileges with respect interest of the Transferor in and to the Receivables under now existing and hereafter created and purchased by the Transferor pursuant to the Receivables Purchase Agreement andAgreements, and in and to all other Trust Assets and the proceeds thereof which, in the case of existing Receivables and the other existing Trust Assets and the proceeds thereof, is enforceable (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, now or hereafter in effect, and except as such enforceability may be limited by general principles of equity, whether considered in a suit at law or in equity) by the Trustee upon execution and delivery of this Agreement, and which, in the case of the Receivables and all other Trust Assets hereafter created and the proceeds thereof, will be enforceable (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, now or hereafter in effect, and except as such enforceability may be limited by general principles of equity, whether considered in a suit at law or in equity) by the Trustee upon such creation. Upon the filing of the appropriate financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereofthereof and payment therefor, the Trust shall have a an ownership or first priority perfected ownership security interest in such property, subject to the rights those Trust Assets (except for perfection outside of the Purchased Receivables Owners in any Collateral Security Connecticut in respect of returned merchandise) and the Partial Accounts (other than proceeds thereof in which a Pooling and Servicing Agreement security interest may be perfected by filing appropriate financing statements. The Transferor has caused the Vehicles relating Servicer to Principal Receivables arising clearly and unambiguously ▇▇▇▇ all its computer records and all its microfiche storage files, if any, in a manner reasonably calculated to indicate that the Partial Accounts), except for Liens permitted under Trust Assets are the Receivables Purchase Agreement. Except as otherwise provided property of the Trust and shall cause the Servicer to maintain such records in this Agreement and except for Liens permitted under a manner such that the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or Trust's perfected first priority interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 Receivables shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders)adversely affected.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Missouri and the County Recorder of St. Louis County in the State of Missouri with respect to DFS and the County Recorder of ▇▇▇▇ County in the State of Georgia, in the case of Deutsche BSC and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.2 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.3 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Sellers shall repurchase the Receivables, the Collateral Security and warranties set forth in this Section 2.03 Floorplan Rights respectively conveyed by them and shall be satisfied in all material respects, and any material adverse effect on pay to the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust VDF of all right, title and interest of the Seller VCI in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware 2.1 and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust VDF shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Basic Documents, neither the Seller VCI nor any Person claiming through or under the Seller VCI has any claim to or interest in the Collateral of Owner Trust Estate or the TrustTrust Estate. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesVDF. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent VCI or the Trustee VDF of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any a breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on 2.2 results in the interests obligation of VDF to redeem the Notes pursuant to Section 2.3 of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority Trust Sale and Servicing Agreement and Section 10.1 of the aggregate Outstanding Dollar Principal Amount of all NotesIndenture, by notice then given in writing to VCI shall repurchase the Seller (and to the Trustee, the Trust, any Enhancement Providers Receivables and the Servicer if given by the Noteholders), may direct the Seller Collateral Security and pay to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds VDF on the Business Day preceding the date on which such Payment Date, in payment for such purchase redemption of Notes is to be made an amount of cash equal to the amount VDF is required to deposit into the Note Distribution Account pursuant to Section 2.3 of the Noteholders' Interest, the Reassignment Amount for such Payment DateTrust Sale and Servicing Agreement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 The obligation of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller VCI to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest retransferred Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against VCI respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to VDF, the Trust and the Noteholders (or the Indenture Trustee on behalf of the Noteholders.).

Valid Transfer. This Agreement or, in Each of the case of Additional Accounts, the related Assignment constitutes Receivables Purchase Agreements creates a valid sale, transfer and assignment to the Transferor of, and, subject to the interest of the Trust hereunder, the Transferor is the legal and beneficial owner of, all right, title and interest of the Originators in and to the Receivables and Related Security now existing and hereafter created during each Revolving Period and the proceeds thereof. This Agreement constitutes either (i) a valid transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in and to the Receivables now existing and hereafter created and purchased by the Collateral Security Transferor pursuant to the Receivables Purchase Agreements, and in and to all other Trust Assets and the proceeds thereof and such funds as are deposited pursuant to this Agreement from time to time in the Concentration Account, the Collection Accounts and any Series Account, or (ii) a valid grant to the Trust of a first priority perfected security interest in all right, title and interest of the Seller's rights, remedies, powers Transferor in and privileges with respect to the Receivables under now existing and hereafter created and purchased by the Transferor pursuant to the Receivables Purchase Agreement andAgreements, and in and to all other Trust Assets and the proceeds thereof which, in the case of existing Receivables and the other existing Trust Assets and the proceeds thereof, is enforceable by the Trustee upon the filing execution and delivery of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware andthis Agreement, and which, in the case of the Receivables and all other Trust Assets hereafter created and the proceeds thereof, will be enforceable by the Trustee upon such creation. Upon the creation thereoffiling of the appropriate financing statements, the Trust shall have a first priority perfected ownership or security interest in such propertythose Trust Assets and the proceeds thereof in which a security interest may be perfected by filing appropriate financing statements. The Transferor has caused the Servicer to clearly and unambiguously ▇▇▇▇ all its computer records and all its microfiche storage files, subject if any, in a manner reasonably calculated to indicate the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or Trust's interest in the Collateral of Trust Assets and shall cause the Servicer to maintain such records in a manner such that the Trust. The representations and warranties set forth 's perfected first priority interest in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders)adversely affected.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware applicable filing office and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchased Receivables Owners in Liens of any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts)Person, except for Liens permitted under the Receivables Purchase AgreementSection 2.6(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 2.3 having a material adverse effect on the interests of the NoteholdersInvestor Certificateholders, then either the Trustee or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all Notesoutstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the NoteholdersInvestor Certificateholders), may direct the Seller to purchase the NoteholdersCertificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 2.3 shall be satisfied true and correct in all material respects, and any material adverse effect on the NoteholdersCertificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified therefor with respect to each outstanding Series in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Investor Certificateholders on such Distribution Date in accordance with Section 706 Article IV and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee or the Noteholders Investor Certificateholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, the obligation of the Seller to purchase the NoteholdersCertificateholders' Interest pursuant to this Section 2.03 2.3 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 2.3 available to the Noteholders Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This The Receivables Purchase Agreement or, in the case of Additional Accounts, the related Assignment constitutes creates a valid sale, transfer and assignment to the Transferor of, and the Transferor is the legal and beneficial owner of, all right, title and interest of W-P Steel in and to the Receivables now existing and hereafter-created during the Revolving Period and the proceeds thereof. This Agreement constitutes a valid transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in and to the Receivables now existing and hereafter created and purchased by the Collateral Security Transferor pursuant to the Receivables Purchase Agreement, and in and to all other Trust Assets and the proceeds thereof and all such funds as are required to be deposited pursuant to this Agreement from time to time in the Wheeling-Pittsburgh Collection Account, the Concentration Account and any Series Account, or, if this Agreement does not constitute such a transfer and assignment, constitutes a valid grant to the Trust of a first priority perfected "security interest" (as defined in the UCC of the Seller's rightsjurisdiction the law of which governs the perfection of the interest in the Receivables and other Trust Assets created hereunder) in all right, remedies, powers title and privileges with respect interest of the Transferor in and to the Receivables under now existing and hereafter created and purchased by the Transferor pursuant to the Receivables Purchase Agreement andAgreement, and in and to all other Trust Assets and the proceeds thereof which, in the case of existing Receivables and the other existing Trust Assets and the proceeds thereof, is enforceable (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, now or hereafter in effect, and except as such enforceability may be limited by general principles of equity, whether considered in a suit of law or in equity) by the Trustee upon execution and delivery of this Agreement, and which, in the case of the Receivables and all other Trust Assets hereafter created and the proceeds thereof, will be enforceable (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, now or hereafter in effect, and except as such enforceability may be limited by general principles of equity, whether considered in a suit of law or in equity) by the Trustee upon such creation. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereofthereof and payment therefor, the Trust shall have a an ownership or first priority perfected ownership security interest in such property, subject to those Trust Assets in which a security interest may be perfected by filing and the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trustproceeds thereof. The representations Transferor has caused the Servicer to clearly and warranties set forth in this Section 2.03 shall survive unambiguously mark all its computer records and all its microfiche storage files, ▇▇ any, regarding such Receivables as the transfer and assignment property of the Receivables to the Trust and shall cause the issuance of the Notes. Upon discovery by the Seller, the Servicer, Servicer to maintain such records in a manner such that the Trust, 's perfected interest of first priority in the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach Receivables shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth not be adversely affected in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders)respect.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller Originator in the NH Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the NH Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.05(a). Except as otherwise provided in this Agreement the Transfer and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the NH Receivables to the Trust and the issuance of the NotesPurchaser. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Originator or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.02 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on NH Receivables pursuant to Section 2.03 of the terms Transfer and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Originator shall repurchase the NH Receivables and warranties set forth in this Section 2.03 the Collateral Security and shall be satisfied in all material respects, and any material adverse effect on pay to the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything NH Receivables is to be made an amount equal to the contrary in this Agreement, such amounts deposited Purchase Price for the NH Receivables as specified in the Collection Account shall be applied in accordance with Section 706 Transfer and Servicing Agreement. The obligation of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller Originator to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest NH Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Originator respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Purchaser and to the Noteholders (or the Indenture Trustee on behalf of the Noteholders).. NH RECEIVABLES PURCHASE AGREEMENT

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Depositor in the Receivables and the any Collateral Security whether then existing or thereafter created and the proceeds thereof (other than Insurance Proceeds) and all of the SellerDepositor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement (excluding, however, any repurchase or other agreements with manufacturers, importers or distributors relating to Obligors which are being financed by Domestic Inventory Receivables) and, upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Delaware andVermont, and in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation); provided, however, that if this Agreement or, in the case of -------- ------- Additional Accounts, the related Assignment, is deemed to be a grant to the Trust of a security interest under the UCC as in effect in the State of Vermont in such property, then upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Vermont and in the case of the Receivables Purchase Agreementhereinafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected security interest in such property except for Liens permitted under Section 2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller Depositor nor any Person claiming through or under the Seller Depositor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the SellerDepositor, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of that (i) any of the representations and warranties set forth in subsections (a) through (l) of this Section 2.03 having have been breached or (ii) the representation and warranty set forth in subsection (m) of this Section 2.03 has been breached and this Agreement does not constitute the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont and, in the case of either clause (i) or (ii), such breach has a material adverse effect on the interests of the NoteholdersHolder of the Variable Funding Certificate or the Certificateholders, then either the Trustee Trustee, the Holder of the Variable Funding Certificate, or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount (S) 2.03 of all Notes, outstanding Investor Certificates by notice then given in writing to the Seller Depositor and the Servicer (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders)Holder of the Variable Funding Certificate or the Certificateholders) may, may unless a Liquidation Event has occurred, direct the Seller Depositor to purchase the NoteholdersVariable Funding Interest and/or Investors' Interest within 60 sixty (60) days of such notice (or within such longer period as may be specified in such notice), and the Seller Depositor shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall -------- ------- be required to be made if, by the end of such 60-day period (or such longer period as may be specifiedspecified in such notice), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respectsrespects or, in the case of clause (ii) above, this Agreement then constitutes the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont, and any material adverse effect on the NoteholdersInvestors' Interest and/or the Variable Funding Interest, as applicable, caused thereby shall have been cured. The Seller Depositor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interestamounts specified therefor with respect to each outstanding Series and/or the Variable Funding Certificate, as applicable, in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Certificateholders and/or the Holder of the Variable Funding Interest, as applicable, on such Distribution Date in accordance with Section 706 Article IV hereof and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee Trustee, the Certificateholders or the Noteholders Holder of the Variable Funding Certificate give notice directing the Seller Depositor to purchase the NoteholdersInvestors' Interest and/or the Variable Funding Interest as provided above, the obligation of the Seller Depositor to effect such purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders Certificateholders and/or the Holder of the Variable Funding Certificate (or the Trustee on behalf of the Noteholderssuch Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment in the case of Purchased Assets, or, in the case of Contributed Assets, a valid transfer and assignment, to the Trust Purchaser of all right, title and interest of the Seller in and to the Receivables now or hereafter Purchased hereunder and the Collateral Security in and to all other Transferred Assets and the proceeds thereof free and all clear of any Lien, other than any Permitted Lien or, if a court of competent jurisdiction were to hold that any Purchase of Receivables hereunder does not constitute a valid sale or absolute transfer of the Seller's rightsaffected Receivables and the Related Assets as set forth herein but instead constitutes a loan in the amount of the Purchase Price of such Receivables, remedies, powers and privileges with respect constitutes a valid grant to the Receivables under Purchaser of a "security interest" (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in the Receivables Purchase Agreement andand other Purchased Assets or Contributed Assets created hereunder), upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created which is and the proceeds thereof, upon the creation thereof, the Trust shall have be a first priority perfected ownership security interest to secure such loan in such property, subject to the rights amount of the Purchased Receivables Owners in Purchase Price, free and clear of any Collateral Security in respect of the Partial Accounts Lien (other than the Vehicles relating to Principal Receivables arising any Permitted Lien) in the Partial Accounts)all right, except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement title and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither interest of the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, Receivables now or hereafter Purchased by the Trust, any Enhancement Providers Purchaser pursuant hereto and in and to all other Transferred Assets and the Servicer if given proceeds thereof which will be enforceable by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days Purchaser (and its assignees or pledgees) upon such creation of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders)security interest.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Nevada and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.2 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.3 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in repurchase the Collection Account in immediately available funds Receivables, the Collateral Security and Floorplan Rights conveyed by it and shall pay to the Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables, the Collateral Security and Floorplan Rights pursuant to this Section 2.03 2.2 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment assignment, or, in the case of Contributed Assets, a valid transfer and assignment, to the Trust Purchaser of all right, title and interest of the Seller in and to the Receivables now or hereafter Purchased hereunder and the Collateral Security in and to all other Transferred Assets and the proceeds thereof free and all clear of any Lien, other than any Permitted Lien or, if a court of competent jurisdiction were to hold that any Purchase of Receivables hereunder does not constitute a valid sale or absolute transfer of the Seller's rightsaffected Receivables and the Related Assets as set forth herein but instead constitutes a loan in the amount of the Purchase Price of such Receivables, remedies, powers and privileges with respect constitutes a valid grant to the Receivables under Purchaser of a "security interest" (as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in the Receivables Purchase Agreement andand other Purchased Assets or Contributed Assets created hereunder), upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created which is and the proceeds thereof, upon the creation thereof, the Trust shall have be a first priority perfected ownership security interest to secure such loan in such property, subject to the rights amount of the Purchased Receivables Owners in Purchase Price, free and clear of any Collateral Security in respect of the Partial Accounts Lien (other than the Vehicles relating to Principal Receivables arising any Permitted Lien) in the Partial Accounts)all right, except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement title and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither interest of the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, Receivables now or hereafter Purchased by the Trust, any Enhancement Providers Purchaser pursuant hereto and in and to all other Transferred Assets and the Servicer if given proceeds thereof which will be enforceable by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days Purchaser (and its assignees or pledgees) upon such creation of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders)security interest.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Nevada and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. Contribution and Sale Agreement The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.2 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.3 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in repurchase the Collection Account in immediately available funds Receivables, the Collateral Security and Floorplan Rights conveyed by it and shall pay to the Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables, the Collateral Security and Floorplan Rights pursuant to this Section 2.03 2.2 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the related Receivables and the Collateral Related Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in the State of Delaware applicable jurisdiction where either the Seller's or Navistar Financial's chief executive offices or books and records relating to the Receivables are located and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a perfected first priority perfected ownership security interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts property (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.5(a)). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement Agreement, or the other Transaction Basic Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustCollateral. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesTrust. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent the Indenture Trustee or the Trustee Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparties. In the event the Noteholders of a Series shall have exercised their right to have such Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.3, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on deposit into the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection applicable Principal Funding Account in immediately available funds on the Business Day preceding such Payment the Redemption Date, in payment for such purchase an amount equal to the sum of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything amounts specified therefor with respect to the contrary in this Agreement, such amounts deposited each outstanding Series in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding related Series based on their respective Series Nominal Liquidation AmountsSupplement. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the The obligation of the Seller to purchase make the Noteholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of to the type specified in the first sentence of this Section 2.03 available to Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders)) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment and/or assignment, to the Trust Purchaser of all right, title and interest of the Seller in and to the Receivables and the Collateral Security Related Assets now or hereafter Purchased hereunder and in and to all other Transferred Assets and the proceeds thereof free and all clear of any Lien, other than any Permitted Lien or, if a court of competent jurisdiction were to hold that any Purchase of Receivables and Related Assets hereunder does not constitute a valid sale or absolute transfer of the Seller's rightsaffected Receivables and Related Assets as set forth herein but instead constitutes a loan in the amount of the Purchase Price plus the amount of the Non-Adjusted Holdback Amount together with interest thereon to be computed at an interest rate consistent with the economic terms of this Agreement or otherwise of such Receivables and Related Assets, remedies, powers and privileges with respect constitutes a valid grant to the Receivables under Purchaser of a “security interest” (as defined in the Receivables Purchase Agreement and, upon the filing UCC of the financing statements described in Section 2.01 with jurisdiction the Secretary law of State which governs the perfection of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied Transferred Assets created hereunder) in accordance with Section 706 of the Indenture 2.01(d), which is and shall be allocated pro rata among a first priority (subject to Permitted Liens) perfected security interest to secure such loan in the thenamount of the Purchase Price plus the amount of the Non-outstanding Series based on their respective Series Nominal Liquidation Amounts. If Adjusted Holdback Amount (together with interest thereon to be computed at an interest rate consistent with the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided aboveeconomic terms of this Agreement), the obligation free and clear of any Lien (other than any Permitted Lien) in all right, title and interest of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available and to the Noteholders Receivables and Related Assets now or hereafter Purchased by the Purchaser pursuant hereto and in and to all other Transferred Assets and the proceeds thereof which will be enforceable by the Purchaser (and its assignees or the Trustee on behalf pledgees) upon such creation of the Noteholders)such security interest.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in in Section 2.01 2.1 with the Secretary of State of the State of Delaware Missouri and the County Recorder of St. Louis County in the State of Missouri with respect to DFS and the County Recorder of ▇▇▇▇ County in the State of Georgia, in the case of Deutsche BSC and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.2 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.3 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Sellers shall repurchase the Receivables, the Collateral Security and warranties set forth in this Section 2.03 Floorplan Rights respectively conveyed by them and shall be satisfied in all material respects, and any material adverse effect on pay to the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Each Assignment constitutes a valid sale, transfer and assignment Transfer to the Trust Custodian of all right, title and interest of the Seller in the Receivables in, to and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement Account Assets and, upon the filing of the financing statements and the other instruments and documents described in Section Sections 2.01 with the Secretary of State of the State of Delaware and, and 2.02 in the case of manner and at the Receivables hereafter created and the proceeds thereof, upon the creation thereoftimes contemplated thereunder, the Trust shall Custodian will have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), Account Assets except for Liens expressly permitted under the Receivables Purchase by this Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller nor any Person claiming through or under the Seller (other than the Custodian) has any claim to or interest in the Collateral of the TrustAccount Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment Transfer of the Receivables Account Assets to the Trust Custodian and the issuance of the NotesMaster Custodial Certificates. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee Custodian of a breach of any of the foregoing representations representa tions and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, the Master Custodial Certificateholders, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section Sec tion 2.03 having a material adverse effect on the interests of the NoteholdersInvestor Master Custodial Certificate holders of any Series, then either the Trustee Custodian or the Holders of Notes Investor Master Custodial Certificates evidencing not less more than a majority 50% of the aggregate Outstanding Dollar Principal Amount unpaid principal amount of all NotesInvestor Master Custodial Certificates of such Series (or any other Person specifically authorized in the applicable Supplement to take such action on behalf of Master Custodial Certificateholders of such Series), by notice then given in writing to the Seller (and to the Trustee, the TrustCustodian, any Enhancement Providers and the Servicer if given by the NoteholdersInvestor Master Custodial Certificateholders), may direct the Seller to purchase the Noteholderssuch Master Custodial Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified speci fied in such notice), and the Seller shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-60 day or longer period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the last Distribution Date occurring prior to the end of such 60-60 day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholderssuch Master Custodial Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified with respect to each Series to be purchased as provided above in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Investor Master Custodial Certificateholders of such Series on such Distribution Date in accordance with Section 706 Article IV and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the The obligation of the Seller to purchase the NoteholdersMaster Custodial Certificateholders' Interest pursuant to this Section 2.03 as described herein shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders Investor Master Custodial Certificateholders (or the Trustee Custodian on behalf of the Noteholders)Investor Master Custodial Certificateholders) or any Enhancement Providers, except as otherwise provided in Section 7.03.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in the State of Delaware applicable jurisdiction where either the Transferor's or World Omni's chief executive offices or books and records relating to the Receivables are located and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.6(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement Agreement, or the other Transaction Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesTrust. Upon discovery by the Seller, the Servicer, the TrustTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event the Noteholders of a Series shall have exercised their right to have such Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee2.3, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in into the Collection applicable Principal Funding Account in immediately available funds on the Business Day preceding such Payment the Redemption Date, in payment for such purchase an amount equal to the sum of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything amounts specified therefor with respect to the contrary in this Agreement, such amounts deposited each outstanding Series in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding related Series based on their respective Series Nominal Liquidation AmountsSupplement. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the The obligation of the Seller Transferor to purchase make the Noteholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of to the type specified in the first sentence of this Section 2.03 available to Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders)) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment Assignment, constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the Seller's Transferor’s rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State in the applicable jurisdiction where either the Transferor or VCI is “located” for purposes of Section 9-301 of the State of Delaware UCC and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.6(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement Agreement, or the other Transaction Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesTrust. Upon discovery by the Seller, the Servicer, the TrustTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event the Noteholders shall have exercised their right to have the Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee2.3, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in into the Collection Note Distribution Account in immediately available funds on the Business Day preceding such Payment the Redemption Date, in payment for such purchase an amount equal to the sum of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything amounts specified therefor with respect to the contrary in this Agreement, such amounts deposited each outstanding Series in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding related Series based on their respective Series Nominal Liquidation AmountsSupplement. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the The obligation of the Seller Transferor to purchase make the Noteholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of to the type specified in the first sentence of this Section 2.03 available to Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders)) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Related Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware Michigan and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.06(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the SellerTransferor, the Master Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the NoteholdersInvestor Certificateholders, then either the Trustee or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all Notesoutstanding Investor Certificates, by notice then given in writing to the Seller Transferor (and to the Trustee, the Trust, any Enhancement Providers and the Master Servicer if given by the NoteholdersInvestor Certificateholders), may direct the Seller Transferor to purchase the NoteholdersCertificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Transferor shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, -------- however, that no such purchase shall be required to be made if, by the end of ------- such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the NoteholdersCertificateholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified therefor with respect to each outstanding Series in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Investor Certificateholders on such Distribution Date in accordance with Section 706 Article IV and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee or the Noteholders Investor Certificateholders give notice directing the Seller Transferor to purchase the NoteholdersCertificateholders' Interest as provided above, the obligation of the Seller Transferor to purchase the NoteholdersCertificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Depositor in the Receivables and the any Collateral Security whether then existing or thereafter created and the proceeds thereof (other than 'SS' 2.03 Insurance Proceeds) and all of the SellerDepositor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement (excluding, however, any repurchase or other agreements with manufacturers, importers or distributors relating to Obligors which are being financed by Domestic Inventory Receivables) and, upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Delaware andVermont, and in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation); provided, however, that if this Agreement or, in the case of Additional Accounts, the related Assignment, is deemed to be a grant to the Trust of a security interest under the UCC as in effect in the State of Vermont in such property, then upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Vermont and in the case of the Receivables Purchase Agreementhereinafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected security interest in such property except for Liens permitted under Section 2.06(a) hereof and tax and certain other statutory liens (including liens in favor of the Pension Benefit Guaranty Corporation). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller Depositor nor any Person claiming through or under the Seller Depositor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the SellerDepositor, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of that (i) any of the representations and warranties set forth in subsections (a) through (l) of this Section 2.03 having have been breached or (ii) the representation and warranty set forth in subsection (m) of this Section 2.03 has been breached and this Agreement does not constitute the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont and, in the case of either clause (i) or (ii), such breach has a material adverse effect on the interests of the NoteholdersHolder of the Variable Funding Certificate or the Certificateholders, then either the Trustee Trustee, the Holder of the Variable Funding Certificate, or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all Notes, outstanding Investor Certificates by notice then given in writing to the Seller Depositor and the Servicer (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders)Holder of the Variable Funding Certificate or the Certificateholders) may, may unless a Liquidation Event has occurred, direct the Seller Depositor to purchase the NoteholdersVariable Funding Interest and/or Investors' 'SS' 2.03 Interest within 60 sixty (60) days of such notice (or within such longer period as may be specified in such notice), and the Seller Depositor shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specifiedspecified in such notice), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respectsrespects or, in the case of clause (ii) above, this Agreement then constitutes the grant of a security interest in the Receivables and the Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont, and any material adverse effect on the NoteholdersInvestors' Interest and/or the Variable Funding Interest, as applicable, caused thereby shall have been cured. The Seller Depositor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interestamounts specified therefor with respect to each outstanding Series and/or the Variable Funding Certificate, as applicable, in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Certificateholders and/or the Holder of the Variable Funding Interest, as applicable, on such Distribution Date in accordance with Section 706 Article IV hereof and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee Trustee, the Certificateholders or the Noteholders Holder of the Variable Funding Certificate give notice directing the Seller Depositor to purchase the NoteholdersInvestors' Interest and/or the Variable Funding Interest as provided above, the obligation of the Seller Depositor to effect such purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders Certificateholders and/or the Holder of the Variable Funding Certificate (or the Trustee on behalf of the Noteholderssuch Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Missouri and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchased Receivables Owners in Liens of any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts)Person, except for Liens permitted under the Receivables Purchase AgreementSection 2.6(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 2.3 having a material adverse effect on the interests of the NoteholdersInvestor Certificateholders, then either the Trustee or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all Notesoutstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the NoteholdersInvestor Certificateholders), may direct the Seller to purchase the NoteholdersCertificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the -------- ------- end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 2.3 shall be satisfied true and correct in all material respects, and any material adverse effect on the NoteholdersCertificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified therefor with respect to each outstanding Series in the Reassignment Amount for such Payment Daterelated Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Investor Certificateholders on such Distribution Date in accordance with Section 706 Article IV and the terms of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amountseach Supplement. If the Trustee or the Noteholders Investor Certificateholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, the obligation of the Seller to purchase the NoteholdersCertificateholders' Interest pursuant to this Section 2.03 2.3 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 2.3 available to the Noteholders Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware applicable filing office and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchased Receivables Owners in Liens of any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts)Person, except for Liens permitted under the Receivables Purchase AgreementSection 2.6(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsAgreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesCertificates. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 2.3 having a material adverse effect on the interests of the NoteholdersInvestor Certificateholders, then either the Trustee or the Holders of Notes Investor Certificates evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all Notesoutstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the NoteholdersInvestor Certificateholders), may direct the Seller to purchase the NoteholdersCertificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 2.3 shall be satisfied true and correct in all material respects, and any material adverse effect on the NoteholdersCertificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Distribution Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything amounts specified therefor with respect to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-each outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).the

Valid Transfer. This Agreement or, in the case of Additional --------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Related Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.02 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.03 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in repurchase the Collection Account in immediately available funds Receivables and the Related Security and shall pay to the Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes either (a) a valid sale, transfer and assignment to the Trust Issuer of all right, title and interest of the Seller Transferor in the Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement Agreements or (b) a grant of a security interest in such property to Issuer, and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Issuer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsTrust Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Collateral of the TrustTrust Assets. 18 TRANSFER AND SERVICING AGREEMENT The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesIssuer. Upon discovery by the SellerTransferor, the Servicer, the Trustany Agent, the Owner Trustee, any Agent Indenture Trustee or the Owner Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Indenture Trustee or as directed by the Holders of Notes evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all outstanding Notes, by notice then given in writing to the Seller Transferor (and to the Indenture Trustee, the Trust, any Enhancement Providers and the Servicer if given by the NoteholdersServicer), may direct the Seller Transferor to purchase the Noteholders' Interest all Receivables within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Transferor shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest interest of the Noteholders caused thereby shall have been cured. The Seller Transferor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified therefor with respect to each outstanding Series in the Reassignment Amount for such Payment Daterelated Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Noteholders on such Payment Date in accordance with Section 706 the terms of the each Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation AmountsSupplement. If the Indenture Trustee or the Noteholders give notice directing the Seller Transferor to purchase the Noteholders' Interest Receivables as provided above, the obligation of the Seller Transferor to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Missouri and the County Recorder of St. Louis County in the State of Missouri with respect to DFS and the County Recorder of ▇▇▇▇ County in the State of Georgia, in the case of Deutsche BSC and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent a Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.2 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.3 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Sellers shall repurchase the Receivables, the Collateral Security and warranties set forth in this Section 2.03 Floorplan Rights respectively conveyed by them and shall be satisfied in all material respects, and any material adverse effect on pay to the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Issuer of all right, title and interest of the Seller Transferor in the Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement Agreements and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Issuer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsTrust Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesIssuer. Upon discovery by the SellerTransferor, the Servicer, the Trustany Agent, the Owner Trustee, any Agent Indenture Trustee or the Owner Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Indenture Trustee or as directed by the Holders of Notes evidencing not less than a majority of the in aggregate Outstanding Dollar Principal Amount unpaid principal amount of all outstanding Notes, by notice then given in writing to the Seller Transferor (and to the Indenture Trustee, the Trust, any Enhancement Providers and the Servicer if given by the NoteholdersServicer), may direct the Seller Transferor to purchase the Noteholders' Interest all Receivables within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Transferor shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest interest of the Noteholders caused thereby shall have been cured. The Seller Transferor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase purchase, an amount equal to the sum of the Noteholders' Interest, amounts specified therefor with respect to each outstanding Series in the Reassignment Amount for such Payment Daterelated Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied distributed to the Noteholders on such Payment Date in accordance with Section 706 the terms of the each Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation AmountsSupplement. If the Indenture Trustee or the Noteholders give notice directing the Seller Transferor to purchase the Noteholders' Interest Receivables as provided above, the obligation of the Seller Transferor to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in ----------- the State of Delaware applicable jurisdiction where either the Transferor's or VCI's chief executive offices or books and records relating to the Receivables are located and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.6(a). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement Agreement, -------------- or the other Transaction Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall ----------- survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesTrust. Upon discovery by the Seller, the Servicer, the TrustTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In Distribution Account in immediately available funds on the event Business Day preceding the Redemption Date, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Series Supplement. The obligation of the Transferor to make the deposit specified in this Section 2.3 will constitute the sole remedy to the Trust, the Noteholders ----------- (the Indenture Trustee on behalf of the Noteholders) or any other Person as a result of the breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured2.3. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).-----------

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Delaware Minnesota and the County Recorder of ▇▇▇▇▇▇ County in the State of Minnesota, and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.2 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesBuyer. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Seller or the Trustee Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.2 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Buyer shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Certificateholders' Interest pursuant to Section 2.03 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in repurchase the Collection Account in immediately available funds Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersCertificateholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Interest is to be made an amount equal to the contrary in this Agreement, such amounts deposited in purchase price for the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the NoteholdersCertificateholders' Interest as provided above, specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Buyer and to the Investor Certificateholders (or the Trustee on behalf of the NoteholdersInvestor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof and all of the SellerTransferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of in the State of Delaware applicable jurisdiction where either the Transferor's or World Omni's chief executive offices or books and records relating to the Receivables are located and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership security interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts property (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.6(a)). Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement Agreement, or the other Transaction Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesTrust. Upon discovery by the Seller, the Servicer, the TrustTransferor, the Owner Trustee, the Indenture Trustee, the Servicer, or any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified aboveparties, any Agent and to any Enhancement Providers. In the event the Noteholders of a Series shall have exercised their right to have such Notes redeemed pursuant to Section 10.1(b) of the Indenture as a result of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee2.3, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller Transferor shall deposit in into the Collection applicable Principal Funding Account in immediately available funds on the Business Day preceding such Payment the Redemption Date, in payment for such purchase an amount equal to the sum of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything amounts specified therefor with respect to the contrary in this Agreement, such amounts deposited each outstanding Series in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding related Series based on their respective Series Nominal Liquidation AmountsSupplement. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the The obligation of the Seller Transferor to purchase make the Noteholders' Interest pursuant to deposit specified in this Section 2.03 shall 2.3 will constitute the sole remedy respecting an event of to the type specified in the first sentence of this Section 2.03 available to Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders)) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller Originator in the Case Receivables and the Collateral Security other Case Transferred Assets and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Case Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.05(a). Except as otherwise provided in this Agreement the Transfer and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Case Receivables to the Trust and the issuance of the NotesPurchaser. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Originator or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.02 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on Case Receivables pursuant to Section 2.03 of the terms Transfer and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Originator shall repurchase the Case Receivables and warranties set forth in this Section 2.03 the Collateral Security and shall be satisfied in all material respects, and any material adverse effect on pay to the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser 5 CASE RECEIVABLES PURCHASE AGREEMENT on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Case Receivables is to be made an amount equal to the contrary in this Agreement, such amounts deposited Purchase Price for the Case Receivables as specified in the Collection Account shall be applied in accordance with Section 706 Transfer and Servicing Agreement. The obligation of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller Originator to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest Case Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Originator respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Purchaser and to the Noteholders (or the Indenture Trustee on behalf of the Noteholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller in the Receivables whether now existing or hereafter created and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon (other than Insurance Proceeds). Upon the filing of the financing statements described in Section 2.01 hereof with the Secretary of State of the State of Delaware Vermont and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have under the UCC as in effect in Vermont a valid, subsisting and enforceable first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement the Pooling and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServic- ing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesPurchaser. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Seller or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having 2.02 and if, as a material adverse effect on the interests result of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeany such breach, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms Investors' Interest and/or the Variable Funding Interest pursuant to Section 2.03 of the Pooling and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations and warranties set forth in this Section 2.03 Seller shall be satisfied in all material respectsrepurchase such Investors' Interest and/or Variable Funding Interest, as the case may be, and any material adverse effect on shall pay to the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the NoteholdersInvestors' Interest and/or the Variable Funding Interest, as applicable, is to be made by the Reassignment Amount for such Payment Date. Notwithstanding anything Purchaser an amount equal to the contrary purchase price therefor as specified in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 2.03 of the Indenture Pooling and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation AmountsServicing Agreement. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the The obligation of the Seller to purchase the Noteholderssuch Investors' Interest and/or Variable Funding Interest, as the case may be, pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.03 paragraph available to the Noteholders Purchaser and to the Investor Certificateholders and/or the Holder of the Variable Funding Certificate (or the Trustee on behalf of the Noteholderssuch Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust Purchaser of all right, title and interest of the Seller Originator in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase AgreementSection 2.05(a). Except as otherwise provided in this Agreement the Transfer and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction DocumentsServicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Collateral of the TrustTrust Assets. The representations and warranties set forth in this Section 2.03 2.02 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the NotesPurchaser. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent Originator or the Trustee Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providersparty. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders2.02 and if, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trusteeconnection therewith, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller Purchaser shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on Receivables pursuant to Section 2.03 of the terms Transfer and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified)Servicing Agreement, the representations Originator shall repurchase the Receivables and warranties set forth in this Section 2.03 the Collateral Security and shall be satisfied in all material respects, and any material adverse effect on pay to the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds Purchaser on the Business Day preceding such Payment Date, in payment for the Distribution Date on which such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything Receivables is to be made an amount equal to the contrary in this Agreement, such amounts deposited Purchase Price for the Receivables as specified in the Collection Account shall be applied in accordance with Section 706 Transfer and Servicing Agreement. The obligation of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller Originator to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest Receivables pursuant to this Section 2.03 2.02 shall constitute the sole remedy against the Originator respecting an event of the type specified in the first sentence of this Section 2.03 2.02 available to the Purchaser and to the Noteholders (or the Indenture Trustee on behalf of the Noteholders).