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 Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the Seller or the 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon 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 Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers Purchased Receivables Owners 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 Section 2.05(a)the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Pooling and Servicing AgreementReceivables 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 Trust AssetsCollateral of the Trust. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Notes. Upon discovery by the Seller Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Buyer 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 partyparties 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 2.02 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 if, in connection therewithto the Trustee, the Buyer 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 Certificateholdersterms 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 pursuant to Section 2.03 of the Pooling and Servicing Agreement, the caused thereby shall have been cured. The Seller shall repurchase deposit in the Receivables and the Collateral Security and shall pay to the Buyer Collection Account in immediately available funds on the Business Day preceding the Distribution Date on which such Payment Date, in payment for such purchase of the CertificateholdersNoteholders' Interest is to be made an amount equal 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 price for the CertificateholdersNoteholders' Interest as specified in provided above, the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables Noteholders' Interest pursuant to this Section 2.02 2.03 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to the Investor Certificateholders Noteholders (or the Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon 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 Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers Purchased Receivables Owners 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 Section 2.05(a). 2.07 (a) Except as otherwise provided in the Pooling and Servicing this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Seller, the Servicer, any Agent or the Buyer 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 partyparties, 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 2.02 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and ifto the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in connection therewithsuch notice), and the Buyer Seller shall be obligated to make such purchase on a 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 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 Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon 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 Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers Purchased Receivables Owners 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 Section 2.05(a2.07(a). Except as otherwise provided in the Pooling and Servicing this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Seller, the Servicer, any Agent or the Buyer 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 partyparties, 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 2.02 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and ifto the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in connection therewithsuch notice), and the Buyer Seller shall be obligated to make such purchase on a 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 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 Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer WODFI of all right, title and interest of the Seller World Omni in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Florida and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer WODFI shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing AgreementBasic 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 Owner Trust AssetsEstate or the Trust Estate. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the BuyerWODFI. Upon discovery by the Seller World Omni or the Buyer 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 party. In the event of any a breach of any of the representations and warranties set forth in this Section 2.02 and if, 2.2 results in connection therewith, the Buyer shall be obligated obligation of WODFI to purchase redeem the Certificateholders' Interest Notes pursuant to Section 2.03 2.3 of the Pooling Trust Sale and Servicing AgreementAgreement and Section 10.1 of the Indenture, the Seller World Omni shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer WODFI on the Business Day preceding the Distribution Date date on which such purchase redemption of the Certificateholders' Interest Notes is to be made an amount of cash equal to the purchase price for amount WODFI is required to deposit into the Certificateholders' Interest as specified in applicable Principal Funding Account pursuant to Section 2.3 of the Pooling Trust Sale and Servicing Agreement. The obligation of the Seller World Omni to purchase the retransferred Receivables pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the Seller World Omni respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to WODFI, the Buyer Trust and to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders.).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan 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 Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the a Seller or the 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 partyparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 2.3 of the Pooling and Servicing Agreement, the Seller Sellers shall repurchase the Receivables and Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the such Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer VDF of all right, title and interest of the Seller VCI in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan 2.1 and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer VDF shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing AgreementBasic Documents, neither the Seller VCI nor any Person claiming through or under the Seller VCI has any claim to or interest in the Owner Trust AssetsEstate or the Trust Estate. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the BuyerVDF. Upon discovery by the Seller VCI or the Buyer 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 party. In the event of any a breach of any of the representations and warranties set forth in this Section 2.02 and if, 2.2 results in connection therewith, the Buyer shall be obligated obligation of VDF to purchase redeem the Certificateholders' Interest Notes pursuant to Section 2.03 2.3 of the Pooling Trust Sale and Servicing AgreementAgreement and Section 10.1 of the Indenture, the Seller VCI shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer VDF on the Business Day preceding the Distribution Date date on which such purchase redemption of the Certificateholders' Interest Notes is to be made an amount of cash equal to the purchase price for amount VDF is required to deposit into the Certificateholders' Interest as specified in Note Distribution Account pursuant to Section 2.3 of the Pooling Trust Sale and Servicing Agreement. The obligation of the Seller VCI to purchase the retransferred Receivables pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the Seller VCI respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to VDF, the Buyer Trust and to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders.).

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 Buyer 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 Transferor pursuant to the Receivables Purchase Agreements, and in and to all other Trust Assets and the proceeds thereof and 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 State 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, title and interest of the Collateral Security Transferor in and to the Receivables now existing and hereafter created and purchased by the Transferor pursuant to the Receivables Purchase Agreements, 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 Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereofthereof and payment therefor, the Buyer 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 Purchasers in any Collateral Security Connecticut in respect of returned merchandise) and the Partial Accounts (other than the vehicles relating to Principal Receivables arising proceeds thereof in the Partial Accounts), except for Liens permitted under Section 2.05(a). Except as otherwise provided in the which a Pooling and Servicing AgreementAgreement 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, neither if any, in a manner reasonably calculated to indicate that the Seller nor any Person claiming through or under Trust Assets are the Seller has any claim property of the Trust and shall cause the Servicer to or maintain such records in a manner such that the Trust's perfected first priority interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 Receivables shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the Seller or the 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer shall not be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders)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 Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Minnesota and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the Seller or the 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 2.4 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the such Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables 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 Michigan Missouri and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchasers 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 Section 2.05(a2.6(a). Except as otherwise provided in the Pooling and Servicing this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.3 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Seller, the Servicer, any Agent or any Responsible Officer of the Buyer 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 partyparties, 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 2.02 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and ifto the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in connection therewithsuch notice), and the Buyer Seller shall be obligated to make such purchase on a 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 2.3 shall be true and correct in all material respects, and any material adverse effect on the 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 Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 2.3 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.3 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer 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 thereofthereof (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 Michigan Vermont and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer 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 Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Servic- ing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 shall survive the transfer and assignment of the Receivables to the BuyerPurchaser. Upon discovery by the Seller or the Buyer 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewithas a result of any such breach, the Buyer Purchaser shall be obligated to purchase the CertificateholdersInvestors' Interest and/or the Variable Funding Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase such Investors' Interest and/or Variable Funding Interest, as the Receivables and the Collateral Security case may be, and shall pay to the Buyer Purchaser on the Business Day preceding the Distribution Date on which such purchase of the CertificateholdersInvestors' Interest and/or the Variable Funding Interest, as applicable, is to be made by the Purchaser an amount equal to the purchase price for the Certificateholders' Interest therefor as specified in Section 2.03 of the Pooling and Servicing Agreement. The obligation of the Seller to purchase such Investors' Interest and/or Variable Funding Interest, as the Receivables case may be, pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer Purchaser and to the Investor Certificateholders and/or the Holder of the Variable Funding Certificate (or the Trustee on behalf of the Investor such Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Nevada and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. Contribution and Sale Agreement The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the a Seller or the 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 partyparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 2.3 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and Receivables, the Collateral Security and Floorplan Rights conveyed by it and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables Receivables, the Collateral Security and Floorplan Rights pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan 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 Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the a Seller or the 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 partyparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 2.3 of the Pooling and Servicing Agreement, the Seller Sellers shall repurchase the Receivables and Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the such Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller in the related Receivables and the Collateral Related Security and the proceeds thereof. Upon 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 Michigan 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 Buyer Trust shall have a perfected first priority perfected ownership security interest in such property, subject to the rights of the Purchasers 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 Section 2.05(a2.5(a)). Except as otherwise provided in this Agreement, or the Pooling and Servicing Agreementother Basic Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust AssetsCollateral. The representations and warranties set forth in this Section 2.02 2.3 shall survive the transfer and assignment of the Receivables to the BuyerTrust. Upon discovery by the Seller Seller, the Owner Trustee, the Indenture Trustee or the Buyer 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 partyparties. 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 2.02 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement2.3, the Seller shall repurchase deposit into the Receivables and the Collateral Security and shall pay to the Buyer applicable Principal Funding Account in immediately available funds on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made Redemption Date, an amount equal to the purchase price for sum of the Certificateholders' Interest as amounts specified therefor with respect to each outstanding Series in the Pooling and Servicing Agreementrelated Series Supplement. The obligation of the Seller to purchase make the Receivables pursuant to deposit specified in this Section 2.02 shall 2.3 will constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to Trust, the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)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 Buyer 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. Upon the filing thereof free and 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 financing statements described affected Receivables and Related Assets as set forth herein but instead constitutes a loan in Section 2.01 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 Secretary economic terms of State this Agreement or otherwise of such Receivables and Related Assets, constitutes a valid grant to the Purchaser of a “security interest” (as defined in the UCC of the State jurisdiction the law of Michigan and, which governs the perfection of the interest in the case Transferred Assets created hereunder) in accordance with Section 2.01(d), which is and shall be a first priority (subject to Permitted Liens) perfected security interest to secure such 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), free and clear of any Lien (other than any Permitted Lien) in all right, title and interest of the Seller in and to the Receivables and Related Assets now or hereafter created Purchased by the Purchaser pursuant hereto and in and to all other Transferred Assets and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery thereof which will be enforceable by the Seller Purchaser (and its assignees or the Buyer pledgees) upon such creation of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders)security interest.

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment Assignment, constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the 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 Michigan UCC and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a2.6(a). Except as otherwise provided in this Agreement, or the Pooling and Servicing Agreementother Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.3 shall survive the transfer and assignment of the Receivables to the BuyerTrust. Upon discovery by the Seller Transferor, the Owner Trustee, the Indenture Trustee, the Servicer, or the Buyer any Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other partyparties, 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 2.02 and if, in connection therewith2.3, the Buyer Transferor shall be obligated to purchase deposit into the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer Note Distribution Account in immediately available funds on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made Redemption Date, an amount equal to the purchase price for sum of the Certificateholders' Interest as amounts specified therefor with respect to each outstanding Series in the Pooling and Servicing Agreementrelated Series Supplement. The obligation of the Seller Transferor to purchase make the Receivables pursuant to deposit specified in this Section 2.02 shall 2.3 will constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to Trust, the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)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 Buyer Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the 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 of in ----------- the State of Michigan 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 Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a2.6(a). Except as otherwise provided in this Agreement, -------------- or the Pooling and Servicing Agreementother Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.3 shall ----------- survive the transfer and assignment of the Receivables to the BuyerTrust. Upon discovery by the Seller Transferor, the Owner Trustee, the Indenture Trustee, the Servicer, or the Buyer any Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other partyparties, 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 2.02 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement2.3. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).-----------

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Related Security and the proceeds thereof. Upon thereof and all of the 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 with the Secretary of State of the State of Michigan and, in the case of the Additional Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a2.06(a). Except as otherwise provided in the Pooling and Servicing this Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Transferor, the Master Servicer, any Agent or the Buyer 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 partyparties, 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 2.02 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Transferor (and ifto the Trustee, any Enhancement Providers and the Master Servicer if given by the Investor Certificateholders), may direct the Transferor to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in connection therewithsuch notice), and the Buyer Transferor shall be obligated to make such purchase on a 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 Certificateholders' Interest caused thereby shall have been cured. The Transferor shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor to purchase the Certificateholders' Interest as provided above, the obligation of the Transferor to purchase the Certificateholders' Interest pursuant to this Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the such Seller in the Receivables and the Collateral Security and the proceeds 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 Michigan 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 Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the such Seller nor any Person claiming through or under the such Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the a Seller or the 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 partyparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 2.3 of the Pooling and Servicing Agreement, the Seller Sellers shall repurchase the Receivables and Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the such Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables 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 Michigan applicable filing office and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchasers 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 Section 2.05(a2.6(a). Except as otherwise provided in the Pooling and Servicing this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.3 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Seller, the Servicer, any Agent or any Responsible Officer of the Buyer 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 partyparties, 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 2.02 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and ifto the Trustee, in connection therewithany Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Buyer shall be obligated Seller to purchase the Certificateholders' Interest pursuant to Section 2.03 within 60 days of the Pooling such notice (or within such longer period as may be specified in such notice), and Servicing Agreement, the Seller shall repurchase be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the Receivables terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the Collateral Security end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.3 shall pay to be true and correct in all material respects, and any material adverse effect on the Buyer 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 the such Distribution Date on which Date, in payment for such purchase of the Certificateholders' Interest is to be made purchase, an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation sum of the Seller amounts specified therefor with respect to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified each outstanding Series in the first sentence of this Section 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).the

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan Nevada and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the a Seller or the 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 partyparties. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 2.3 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and Receivables, the Collateral Security and Floorplan Rights conveyed by it and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables Receivables, the Collateral Security and Floorplan Rights pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables 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 Michigan applicable filing office and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights free of the Purchasers 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 Section 2.05(a2.6(a). Except as otherwise provided in the Pooling and Servicing this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.3 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Seller, the Servicer, any Agent or any Responsible Officer of the Buyer 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 partyparties, 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 2.02 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and ifto the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in connection therewithsuch notice), and the Buyer Seller shall be obligated to make such purchase on a 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 2.3 shall be true and correct in all material respects, and any material adverse effect on the 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 Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 2.3 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.3 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 2.1 with the Secretary of State of the State of Michigan 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 Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the Seller or the 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 2.2 shall constitute the sole remedy against the such Seller respecting an event of the type specified in the first sentence of this Section 2.02 paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Issuer of all right, title and interest of the Seller Transferor in the Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the Transferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreements and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Issuer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in this Agreement and the Pooling and Servicing Trust Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerIssuer. Upon discovery by the Seller Transferor, the Servicer, any Agent, the Indenture Trustee or the Buyer 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 partyparties, 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 2.02 2.03 having a material adverse effect on the interests of the Noteholders, then the Indenture Trustee as directed by the Holders of Notes evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to the Transferor (and ifto the Indenture Trustee, any Enhancement Providers and the Servicer), may direct the Transferor to purchase all Receivables within 60 days of such notice (or within such longer period as may be specified in connection therewithsuch notice), and the Buyer Transferor shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the Certificateholders' Interest pursuant 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 interest of the Pooling and Servicing Agreement, Noteholders caused thereby shall have been cured. The Transferor shall deposit in the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer Collection Account in immediately available funds on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made Payment Date, in payment for such purchase, an amount equal to the purchase price for sum of the Certificateholders' Interest as amounts specified therefor with respect to each outstanding Series in the Pooling and Servicing related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Noteholders on such Payment Date in accordance with the terms of each Indenture Supplement. The If the Indenture Trustee or the Noteholders give notice directing the Transferor to purchase the Receivables as provided above, the obligation of the Seller Transferor to purchase the Receivables pursuant to this Section 2.02 2.03 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Purchaser of all right, title and interest of the Seller Originator in the NH Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the NH Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling Transfer and Servicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 shall survive the transfer and assignment of the NH Receivables to the BuyerPurchaser. Upon discovery by the Seller Originator or the Buyer 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer Purchaser shall be obligated to purchase the Certificateholders' Interest NH Receivables pursuant to Section 2.03 of the Pooling Transfer and Servicing Agreement, the Seller Originator shall repurchase the NH Receivables and the Collateral Security and shall pay to the Buyer Purchaser on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest NH Receivables is to be made an amount equal to the purchase price Purchase Price for the Certificateholders' Interest NH Receivables as specified in the Pooling Transfer and Servicing Agreement. The obligation of the Seller Originator to purchase the NH Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller Originator respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer Purchaser and to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).. 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 Buyer 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. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Case Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling Transfer and Servicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 shall survive the transfer and assignment of the Case Receivables to the BuyerPurchaser. Upon discovery by the Seller Originator or the Buyer 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer Purchaser shall be obligated to purchase the Certificateholders' Interest Case Receivables pursuant to Section 2.03 of the Pooling Transfer and Servicing Agreement, the Seller Originator shall repurchase the Case Receivables and the Collateral Security and shall pay to the Buyer Purchaser 5 CASE RECEIVABLES PURCHASE AGREEMENT on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest Case Receivables is to be made an amount equal to the purchase price Purchase Price for the Certificateholders' Interest Case Receivables as specified in the Pooling Transfer and Servicing Agreement. The obligation of the Seller Originator to purchase the Case Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller Originator respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer Purchaser and to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

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 Buyer Issuer of all right, title and interest of the Seller Transferor in the Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the Transferor's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase 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 Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Issuer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in this Agreement and the Pooling and Servicing Trust Agreement, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. 18 TRANSFER AND SERVICING AGREEMENT The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerIssuer. Upon discovery by the Seller Transferor, the Servicer, any Agent, the Indenture Trustee or the Buyer 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 partyparties, 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 2.02 2.03 having a material adverse effect on the interests of the Noteholders, then the Indenture Trustee as directed by the Holders of Notes evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to the Transferor (and ifto the Indenture Trustee, any Enhancement Providers and the Servicer), may direct the Transferor to purchase all Receivables within 60 days of such notice (or within such longer period as may be specified in connection therewithsuch notice), and the Buyer Transferor shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the Certificateholders' Interest pursuant 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 interest of the Pooling and Servicing Agreement, Noteholders caused thereby shall have been cured. The Transferor shall deposit in the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer Collection Account in immediately available funds on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made Payment Date, in payment for such purchase, an amount equal to the purchase price for sum of the Certificateholders' Interest as amounts specified therefor with respect to each outstanding Series in the Pooling and Servicing related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Noteholders on such Payment Date in accordance with the terms of each Indenture Supplement. The If the Indenture Trustee or the Noteholders give notice directing the Transferor to purchase the Receivables as provided above, the obligation of the Seller Transferor to purchase the Receivables pursuant to this Section 2.02 2.03 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer Purchaser of all right, title and interest of the Seller Originator in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Purchaser shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling Transfer and Servicing Agreement, neither the Seller Originator nor any Person claiming through or under the Seller Originator has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 shall survive the transfer and assignment of the Receivables to the BuyerPurchaser. Upon discovery by the Seller Originator or the Buyer 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer Purchaser shall be obligated to purchase the Certificateholders' Interest Receivables pursuant to Section 2.03 of the Pooling Transfer and Servicing Agreement, the Seller Originator shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer Purchaser on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest Receivables is to be made an amount equal to the purchase price Purchase Price for the Certificateholders' Interest Receivables as specified in the Pooling Transfer and Servicing Agreement. The obligation of the Seller Originator to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller Originator respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer Purchaser and to the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders).

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 Buyer 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 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 Transferor in and to the Receivables now existing and hereafter created and purchased by the Transferor pursuant to the Receivables Purchase Agreements, and in and to all other Trust Assets and the proceeds thereof which, in the case of existing Receivables and the Collateral Security other existing Trust Assets and the proceeds thereof. Upon , is enforceable by the filing Trustee upon execution and delivery of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan 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 Buyer 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 Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or Trust's interest in the Trust Assets. The representations Assets and warranties set forth shall cause the Servicer to maintain such records in this Section 2.02 shall survive a manner such that the transfer and assignment of Trust's perfected first priority interest in the Receivables to the Buyer. Upon discovery by the Seller or the 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer shall not be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders)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 Buyer 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. Upon thereof (other than 'SS' 2.03 Insurance Proceeds) and all of the Depositor'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 Michigan andVermont, and in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a2.06(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 hereinafter 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 the Pooling and Servicing this Agreement, neither the Seller Depositor nor any Person claiming through or under the Seller Depositor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Depositor, the Servicer, any Agent or the Buyer 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 partyparties, any Agent and to any Enhancement Providers. In the event of any breach of that (i) any of the representations and warranties set forth subsections (a) through (l) of this Section 2.03 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 Holder of the Variable Funding Certificate or the Certificateholders, then either the Trustee, the Holder of the Variable Funding Certificate, or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates by notice then given in writing to the Depositor and the Servicer (and to the Trustee, any Enhancement Providers if given by the Holder of the Variable Funding Certificate or the Certificateholders) may, unless a Liquidation Event has occurred, direct the Depositor to purchase the Variable Funding Interest and/or Investors' 'SS' 2.03 Interest within sixty (60) days of such notice (or within such longer period as may be specified in such notice), and the Depositor shall be obligated to make such purchase on a 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 in such notice), the representations and warranties set forth in this Section 2.02 and if2.03 shall be satisfied in all material respects or, in connection therewiththe case of clause (ii) above, this Agreement then constitutes the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 grant of the Pooling and Servicing Agreement, the Seller shall repurchase 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 Investors' Interest and/or the Variable Funding Interest, as applicable, caused thereby shall pay to have been cured. The Depositor shall deposit in the Buyer Collection Account in immediately available funds on the Business Day preceding the such Distribution Date on which Date, in payment for such purchase of the Certificateholders' Interest is to be made purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series and/or the Variable Funding Certificate, as applicable, in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Certificateholders and/or the Holder of the Variable Funding Interest, as applicable, on such Distribution Date in accordance with Article IV hereof and the terms of each Supplement. If the Trustee, the Certificateholders or the Holder of the Variable Funding Certificate give notice directing the Depositor to purchase price for the CertificateholdersInvestors' Interest and/or the Variable Funding Interest as specified in provided above, the Pooling and Servicing Agreement. The obligation of the Seller Depositor to effect such purchase the Receivables pursuant to this Section 2.02 2.03 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to Certificateholders and/or the Investor Certificateholders Holder of the Variable Funding Certificate (or the Trustee on behalf of the Investor such Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional --------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Related Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a). Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the Seller or the 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 party. In the event of any breach of any of the representations and warranties set forth in this Section 2.02 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Related Security and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.02 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Valid Transfer. This Agreement or, in the case of Additional -------------- Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer 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. Upon thereof (other than Insurance Proceeds) and all of the Depositor'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 Michigan andVermont, and in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a2.06(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 hereinafter 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 the Pooling and Servicing this Agreement, neither the Seller Depositor nor any Person claiming through or under the Seller Depositor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment of the Receivables to the BuyerTrust and the issuance of the Certificates. Upon discovery by the Seller Depositor, the Servicer, any Agent or the Buyer 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 partyparties, any Agent and to any Enhancement Providers. In the event of any breach of that (i) any of the representations and warranties set forth subsections (a) through (l) of this Section 2.03 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 Holder of the Variable Funding Certificate or the Certificateholders, then either the Trustee, the Holder of the Variable Funding Certificate, or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount (S) 2.03 of all outstanding Investor Certificates by notice then given in writing to the Depositor and the Servicer (and to the Trustee, any Enhancement Providers if given by the Holder of the Variable Funding Certificate or the Certificateholders) may, unless a Liquidation Event has occurred, direct the Depositor to purchase the Variable Funding Interest and/or Investors' Interest within sixty (60) days of such notice (or within such longer period as may be specified in such notice), and the Depositor shall be obligated to make such purchase on a 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 in such notice), the representations and warranties set forth in this Section 2.02 and if2.03 shall be satisfied in all material respects or, in connection therewiththe case of clause (ii) above, this Agreement then constitutes the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.03 grant of the Pooling and Servicing Agreement, the Seller shall repurchase 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 Investors' Interest and/or the Variable Funding Interest, as applicable, caused thereby shall pay to have been cured. The Depositor shall deposit in the Buyer Collection Account in immediately available funds on the Business Day preceding the such Distribution Date on which Date, in payment for such purchase of the Certificateholders' Interest is to be made purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series and/or the Variable Funding Certificate, as applicable, in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Certificateholders and/or the Holder of the Variable Funding Interest, as applicable, on such Distribution Date in accordance with Article IV hereof and the terms of each Supplement. If the Trustee, the Certificateholders or the Holder of the Variable Funding Certificate give notice directing the Depositor to purchase price for the CertificateholdersInvestors' Interest and/or the Variable Funding Interest as specified in provided above, the Pooling and Servicing Agreement. The obligation of the Seller Depositor to effect such purchase the Receivables pursuant to this Section 2.02 2.03 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to Certificateholders and/or the Investor Certificateholders Holder of the Variable Funding Certificate (or the Trustee on behalf of the Investor such 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 Buyer Custodian of all right, title and interest of the Seller in in, to and under the Receivables and the Collateral Security and the proceeds thereof. Upon 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 Michigan 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 Buyer shall Custodian will have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 Section 2.05(a)by this Agreement. Except as otherwise provided in the Pooling and Servicing this Agreement, neither the Seller nor any Person claiming through or under the Seller (other than the Custodian) has any claim to or interest in the Trust Account Assets. The representations and warranties set forth in this Section 2.02 2.03 shall survive the transfer and assignment Transfer of the Receivables Account Assets to the BuyerCustodian and the issuance of the Master Custodial Certificates. Upon discovery by the Seller Seller, the Servicer, any Agent or the Buyer 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 partyparties, 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 2.02 Sec tion 2.03 having a material adverse effect on the interests of the Investor Master Custodial Certificate holders of any Series, then either the Custodian or the Holders of Investor Master Custodial Certificates evidencing more than 50% of the aggregate unpaid principal amount of Investor 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 ifto the Custodian, any Enhancement Providers and the Servicer if given by the Investor Master Custodial Certificateholders), may direct the Seller to purchase such Master Custodial Certificateholders' Interest within 60 days of such notice (or within such longer period as may be speci fied in connection therewithsuch notice), and the Buyer Seller shall be obligated to make such purchase on a Distribution Date occurring within such 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 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 such Master Custodial Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the caused thereby shall have been cured. The Seller shall repurchase deposit in the Receivables and the Collateral Security and shall pay to the Buyer Collection Account in immediately available funds on the Business Day preceding the such Distribution Date on which Date, in payment for such purchase of the Certificateholders' Interest is to be made purchase, an amount equal to the purchase price for sum of the Certificateholders' Interest amounts specified with respect to each Series to be purchased as specified provided above in the Pooling related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Master Custodial Certificateholders of such Series on such Distribution Date in accordance with Article IV and Servicing Agreementthe terms of each Supplement. The obligation of the Seller to purchase the Receivables Master Custodial Certificateholders' Interest pursuant to this Section 2.02 2.03 as described herein shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 2.03 available to the Buyer and to the Investor Master Custodial Certificateholders (or the Trustee Custodian on behalf of the 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 Buyer Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the 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 of in the State of Michigan 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 Buyer Trust shall have a first priority perfected ownership security interest in such property, subject to the rights of the Purchasers 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 Section 2.05(a2.6(a)). Except as otherwise provided in this Agreement, or the Pooling and Servicing Agreementother Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.3 shall survive the transfer and assignment of the Receivables to the BuyerTrust. Upon discovery by the Seller Transferor, the Owner Trustee, the Indenture Trustee, the Servicer, or the Buyer any Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other partyparties, 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 2.02 and if, in connection therewith2.3, the Buyer Transferor shall be obligated to purchase deposit into the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer applicable Principal Funding Account in immediately available funds on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made Redemption Date, an amount equal to the purchase price for sum of the Certificateholders' Interest as amounts specified therefor with respect to each outstanding Series in the Pooling and Servicing Agreementrelated Series Supplement. The obligation of the Seller Transferor to purchase make the Receivables pursuant to deposit specified in this Section 2.02 shall 2.3 will constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to Trust, the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)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 Buyer Trust of all right, title and interest of the Seller Transferor in the related Receivables and the Collateral Security and the proceeds thereof. Upon thereof and all of the 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 of in the State of Michigan 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 Buyer Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchasers 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 2.05(a2.6(a). Except as otherwise provided in this Agreement, or the Pooling and Servicing Agreementother Basic Documents, neither the Seller Transferor nor any Person claiming through or under the Seller Transferor has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.02 2.3 shall survive the transfer and assignment of the Receivables to the BuyerTrust. Upon discovery by the Seller Transferor, the Owner Trustee, the Indenture Trustee, the Servicer, or the Buyer any Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other partyparties, 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 2.02 and if, in connection therewith2.3, the Buyer Transferor shall be obligated to purchase deposit into the Certificateholders' Interest pursuant to Section 2.03 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables and the Collateral Security and shall pay to the Buyer applicable Principal Funding Account in immediately available funds on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made Redemption Date, an amount equal to the purchase price for sum of the Certificateholders' Interest as amounts specified therefor with respect to each outstanding Series in the Pooling and Servicing Agreementrelated Series Supplement. The obligation of the Seller Transferor to purchase make the Receivables pursuant to deposit specified in this Section 2.02 shall 2.3 will constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this Section 2.02 available to the Buyer and to Trust, the Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor Certificateholders)Noteholders) or any other Person as a result of the breach of the representations and warranties set forth in this Section 2.3.