Common use of Repurchase Events Clause in Contracts

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by in any party hereto of a Repurchase EventReceivable, without regard to any limitation set forth in such representation or warranty concerning the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation knowledge of the Seller under this Section 7.02. Following a Repurchase Eventas to the facts stated therein, shall constitute an event obligating the Seller shall either (a) correct or cure to repurchase such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date last day of the second Collection Period following the end of the Collection Period in which includes the 60th day it discovers or receives notice of such failure or breach (or, if at the Seller electsSeller’s election, an earlier Payment Date) after the date that last day of the Seller became aware first Collection Period following the Collection Period in which it discovers or receives notice of or was notified and confirmed such breach. Any ), unless any such failure or breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if shall have been cured in all material respects by such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountdate. In consideration for of such repurchase, the Seller shall make (deposit or shall cause to be made) a payment to deposited, into the Issuer Collection Account, an amount equal to the Purchased Purchase Amount by depositing with respect to such amount Receivable on or prior to such date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account on Account, the Business Day preceding the Payment Date Dealer Recourse Amount related to any Receivable in satisfaction of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment any Purchase Amount in respect of such Purchased Amount Receivable that is due and which remains unpaid by the Seller. Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Issuer and the Indenture Trustee shall release and shall execute and deliver Seller will evaluate such instruments Review Report to determine whether any applicable Receivable should be repurchased as a result of release, transfer a breach of any representation or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in warranty made by the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this in Section 7.023.02(b).

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by in any party hereto of a Repurchase EventReceivable, without regard to any limitation set forth in such representation or warranty concerning the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation knowledge of the Seller under this Section 7.02. Following a Repurchase Eventas to the facts stated therein, shall constitute an event obligating the Seller shall either (a) correct or cure to repurchase such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date last day of the second Collection Period following the end of the Collection Period in which includes the 60th day it discovers or receives notice of such failure or breach (or, if at the Seller electsSeller’s election, an earlier Payment Date) after the date that last day of the Seller became aware first Collection Period following the Collection Period in which it discovers or receives notice of or was notified and confirmed such breach. Any ), unless any such failure or breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if shall have been cured in all material respects by such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountdate. In consideration for of such repurchase, the Seller shall make (deposit or shall cause to be made) a payment to deposited, into the Issuer Collection Account, an amount equal to the Purchased Purchase Amount by depositing with respect to such amount Receivable on or prior to such date of such repurchase, and shall notify the Indenture Trustee and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account on Account, the Business Day preceding the Payment Date Dealer Recourse Amount related to any Receivable in satisfaction of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment any Purchase Amount in respect of such Purchased Amount Receivable that is due and which remains unpaid by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees that if or the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties contained in pursuant to Section 3.02(b3.2(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by Securityholders in any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties heretoReceivable; provided, that delivery of a the Servicer’s Certificate by the Servicer shall be deemed to constitute prompt written notice thereof by the Purchaser of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery (or, at the Seller’s election, the last day of the first Collection Period following such discovery), the Seller shall be obligated (whether or not such breach was known to the other party; providedSeller on the Closing Date), further, that and the failure to give such notice Purchaser shall not affect any enforce the obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breachlast day. Any such breach or failure will shall be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on of such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment the Warranty Purchase Payment to the Issuer equal to Purchaser concurrently with the Purchased Amount by depositing such amount into Purchaser’s repurchase of the Collection Account on related Receivable from the Business Day preceding Trust in the Payment Date manner specified in Section 5.05 of repurchase (orthe Sale and Servicing Agreement. The sole remedy of the Purchaser, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release (by operation of the assignment of the Purchaser’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach of the Seller’s representations and shall execute and deliver such instruments of releasewarranties pursuant to Section 3.2(b), transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause require the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Receivables pursuant to this Section 7.02Section.

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations 3.02 and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach Section 3.03 that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase of any Receivable pursuant to this Section 7.02Seller.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase Seller. Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will evaluate such Review Report to determine whether any applicable Receivable should be repurchased as a result of a breach of any Receivable pursuant to this representation or warranty made by the Seller in Section 7.023.02(b).

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein, shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase of any Receivable pursuant to this Section 7.02Seller.

Repurchase Events. The Seller hereby covenants and agrees that if or the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties contained in pursuant to Section 3.02(b3.2(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by Securityholders in any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties heretoReceivable; provided, that delivery of a the Servicer’s Certificate by the Servicer shall be deemed to constitute prompt written notice thereof by the Purchaser of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which such discovery occurred (or, at the Seller’s election, the last day of the first Collection Period following such Collection Period), the Seller shall be obligated (whether or not such breach was known to the other party; providedSeller on the Closing Date), further, that and the failure to give such notice Purchaser shall not affect any enforce the obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breachlast day. Any such breach or failure will shall be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on of such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment the Warranty Purchase Payment to the Issuer equal to Purchaser concurrently with the Purchased Amount by depositing such amount into Purchaser’s repurchase of the Collection Account on related Receivable from the Business Day preceding Trust in the Payment Date manner specified in Section 5.05 of repurchase (orthe Sale and Servicing Agreement. The sole remedy of the Purchaser, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release (by operation of the assignment of the Purchaser’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach of the Seller’s representations and shall execute and deliver such instruments of releasewarranties pursuant to Section 3.2(b), transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause require the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Receivables pursuant to this Section 7.02Section.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations 3.02 and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach Section 3.03 that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase of any Receivable pursuant to this Section 7.02Seller.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase Seller. Upon receipt by the Seller of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Seller will evaluate such Review Report to determine whether any applicable Receivable should be repurchased as a result of a breach of any Receivable pursuant to this representation or warranty made by the Seller in Section 7.023.02(b).

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. (a) The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the NoteholdersIndenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Seller as to the facts stated therein shall constitute an event obligating the Seller to repurchase the Receivables to which such failure or breach is applicable from the Issuer on or before the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such failure or breach (or, at the Seller’s election the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), unless any such failure or breach shall have been cured in all material respects by such date. In consideration of such repurchase, the Seller shall deposit or cause to be deposited, into the Collection Account, an amount equal to the Purchase Amount with respect to such Receivable on or prior to such date of such repurchase, and the Indenture Trustee. Neither the Owner Trustee nor shall notify the Indenture Trustee will have and the Servicer of such deposit. The Seller further agrees that it shall promptly deposit or cause to be deposited into the Collection Account, the Dealer Recourse Amount related to any duty to conduct an affirmative investigation as to the occurrence Receivable in satisfaction of any condition requiring Purchase Amount in respect of such Receivable that is due and which remains unpaid by the repurchase of any Receivable pursuant to this Section 7.02Seller.

Repurchase Events. The Seller Originator hereby covenants and agrees with the Transferor for the benefit of the Transferor, the Issuer, the Indenture Trustee, the Trust Collateral Agent, the Note Insurer, the Noteholders and the Certificateholder, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s Originator's representations and warranties contained in Section 3.02(b3.2(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests hereof or Section 4 of the Issuer or the Noteholders and triggers a repurchase event related Transfer Agreement, as applicable (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse regard to any limitations regarding the Originator's knowledge), and (ii) the failure of the Originator to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Originator to repurchase the affected Receivables hereunder ("Repurchase Events"), at the Purchase Amount from the Issuer. Unless the breach of any of the Originator's representations and warranties shall have been cured by the last day of the first full Collection Period following the discovery thereof by or representationnotice to the Originator of such breach, as the Originator shall be reasonably necessary to vest in the Seller or its designee repurchase any Receivable repurchased pursuant hereto. It is understood and agreed that if such Receivable or the right to cause interest therein of the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to Transferor, the Issuer, the Noteholders, the Certificateholder or the Note Insurer is materially and adversely affected by the breach, as of such last day. The provisions of this Section 6.2 are intended to grant the Indenture Trustee a direct right against the Originator acting at the direction or with the consent of the Note Insurer to demand performance hereunder, and in connection therewith the Originator waives any requirement of prior demand against the Transferor and waives any defaults it would have against the Transferor with respect to such repurchase obligation. In addition to the foregoing, the Originator shall be under an obligation to promptly purchase from the Transferor (in its capacity as Transferor under the Sale and Servicing Agreement) any Receivable required to be repurchased by the Transferor pursuant to a breach of its obligations in the Sale and Servicing Agreement, including, without limitation, the Transferor's repurchase obligations set forth in Section 3.02 of the Sale and Servicing Agreement. Any such purchase described in this Section shall take place in the manner specified in Section 5.05 of the Sale and Servicing Agreement. The sole remedy (except as otherwise set forth below) hereunder of the Noteholders, the Certificateholder, the Issuer, the Note Insurer, the Indenture Trustee or the Transferor against the Originator with respect to any Repurchase Event shall be to enforce the Originator's obligation to repurchase such Receivables pursuant to this Purchase Agreement; provided, however, that the Originator shall indemnify the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Trust Collateral Agent, the Note Insurer, the Indenture Trustee will have Trustee, the Back-up Servicer, the Collateral Agent, the Noteholders, the Certificateholder and their respective officers, directors and employees against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any duty of them, as a result of third party claims arising out of the events or facts giving rise to conduct an affirmative investigation as a Repurchase Event. Upon receipt of the Purchase Amount and any related indemnity payments, the Trust Collateral Agent shall release the related Receivable File to the occurrence Originator and execute and deliver all instruments of any condition requiring transfer or assignment, without recourse, as are necessary to vest in the repurchase of any Receivable pursuant to this Section 7.02Originator the Transferor's and the Issuer's right, title and interest in the Receivable.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations following events (“Event of Repurchase”) occurs and warranties contained in Section 3.02(bis continuing with respect to any Purchased Receivable: (i) Such Purchased Receivable, at the time of purchase, did not constitute an Eligible Receivable; or (ii) Without limiting clause (i) above and in addition thereto, any representation or warranty made by Seller under Section 3(a) with respect to such representations Purchased Receivable is incorrect when made and warranties were madeshall have an adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable, as reasonably determined by the Purchaser; or (iii) Seller will investigate fails to perform or observe any term, covenant or provision with respect to such Purchased Receivable and such failure shall have a material adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable; or (iv) the Account Debtor on such Purchased Receivable asserts an actual Dispute in writing or Dilution has occurred with respect to confirm such Purchased Receivable, excluding any Dispute or Dilution that (A) relates to the breach and determine if the breach materially and adversely affects the interests acts or omissions of the Issuer Purchaser which are (x) in material violation of applicable law relating to such action or the Noteholders and triggers a repurchase event omission or (“Repurchase Event”). Upon discovery by any party hereto y) in material breach of a Repurchase Eventits obligations hereunder, the party discovering such breach shall give prompt written notice thereof (B) does not relate to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation acts or omissions of the Seller under this Section 7.02. Following a Repurchase Eventor any of its Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivable; or (v) Seller instructs the Account Debtor on such Purchased Receivable to pay amounts owing in respect of such Purchased Receivable to an account other than the Collection Account; then, Seller shall, within one (1) Business Day of demand therefor from Purchaser (such date, the Seller “Repurchase Date”), repurchase all (or any portion) of such Purchased Receivable then outstanding. For the avoidance of doubt, to the extent any portion of a Purchased Receivable is subject to repurchase, the related invoice shall either not be divided. The repurchase price (athe “Repurchase Price”) correct or cure for such breach or (b) purchase any Purchased Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price the amount equal to the Purchased Amount. In consideration for such repurchase, sum of (i) the Seller shall make (or shall cause Net Invoice Amount relating to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by Receivable less the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver aggregate amount of all Collections with respect to such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.Purchased Receivables deposited into

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(3) or (iv)(a)(5) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Certificate Insurer, the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller Triad hereby covenants and agrees with the Transferor for the benefit of the Transferor, the Issuer, the Indenture Trustee, the Trust Collateral Agent, [the Security Insurer], the Security Holders and the Certificateholder, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s Triad's representations and warranties contained in Section 3.02(b3.2(b) (without regard to any limitations regarding Triad's knowledge), and (ii) the failure of Triad to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating Triad to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Issuer. Unless the breach of any of Triad's representations and warranties were madeshall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to Triad of such breach, Triad shall repurchase any Receivable if such Receivable or the interest therein of the Transferor, the Seller will investigate Issuer, the Receivable to confirm Security Holders, [the breach and determine if Security Insurer] or the breach Certificateholder is materially and adversely affects affected by the interests breach as of the Issuer last day of such second Collection Period and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Transferor, the Issuer, the Security Holders, [the Security Insurer] or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable Certificateholder is materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, Triad shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. The provisions of this Section 6.2 are intended to grant the Indenture Trustee a direct right against Triad acting at the direction or with the consent of [the Security Insurer] to demand performance hereunder, and in connection therewith Triad waives any requirement of prior demand against the Transferor and waives any defaults it would have against the Transferor with respect to such repurchase obligation. In addition to the foregoing, Triad shall be under an obligation to promptly purchase from the IssuerTransferor (in its capacity as Transferor under the [Sale and Servicing Agreement/Pooling and Servicing Agreement]) any Receivable required to be repurchased by Triad pursuant to a breach of its obligations in the [Sale and Servicing Agreement/Pooling and Servicing Agreement] including, without limitation, Triad's repurchase obligations set forth in either case on or before the Payment Date following the end Sections 3.2 and 3.4 of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified [Sale and confirmed such breach. Any such breach or failure will be deemed not to materially Servicing Agreement/Pooling and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableServicing Agreement]. Any such purchase by described in this Section shall take place in the Seller shall be at a price equal to manner specified in Section 5.5 of the Purchased Amount[Sale and Servicing Agreement/Pooling and Servicing Agreement]. In consideration for such repurchaseThe sole remedy hereunder of the Security Holders, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the SellerCertificateholder, the Issuer and Issuer, [the Security Insurer], the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as the Transferor against Triad with respect to any Repurchase Event shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased enforce Triad's obligation to repurchase such Receivables pursuant hereto. It is understood and agreed to this Purchase Agreement; provided, however, that the right to cause the Seller to purchase any Receivable as described above Triad shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, indemnify the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Trust Collateral Agent, [the Security Insurer], the Indenture Trustee will have Trustee, the Back-up Servicer, the Collateral Agent, the Security Holders and the Certificateholder and their respective officers, directors and employees against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any duty of them, as a result of third party claims arising out of the events or facts giving rise to conduct an affirmative investigation a Repurchase Event. Upon receipt of the Purchase Amount, the Trust Collateral Agent shall cause the Custodian to release the related Legal File and the Servicer to release the related Receivable File to Triad and to execute and deliver all instruments of transfer or assignment, without recourse, as are necessary to vest in Triad the occurrence of any condition requiring Transferor's and the repurchase of any Receivable pursuant to this Section 7.02Issuer's right, title and interest in the Receivable.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.. (2009-A Receivables Purchase Agreement)

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if (a) in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof (and, with respect to Section 3.01(j) at hereof, irrespective of any limitation regarding the time such representations and warranties were madeknowledge of NFC) with respect to any Designated Receivable, the Seller will investigate the Receivable to confirm the breach and determine if the which breach materially and adversely affects NFRRC’s interest (or the interests interest of any Financial Party) in such Designated Receivable (it being understood that a breach of Section 3.01(v)(i) hereof shall be deemed to materially and adversely affect NFRRC’s interest, or the interest of any Financial Party, in such Designated Receivable) or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, which breach materially and adversely affects NFRRC’s interest (or the interest of any Financial Party) in such Designated Receivable, (b) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the Issuer New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the Noteholders and triggers interest of any Financial Party), or (c) if any Designated Receivable being purchased on the Closing Date (i) has a repurchase event first Scheduled Payment that is due after the Closing Date or the Servicer has not received the first Scheduled Payment with respect to any Designated Receivable from the related Obligor on or before the Closing Date or (ii) is an Equal Payment Balloon Receivable or Level Principal Balloon Receivable having a payment due on the final maturity date of any such Designated Receivable in excess of 80% of the Starting Receivable Balance of such Designated Receivable, (each breach or circumstance described in preceding clause (a), (b) or (c), a “Repurchase Event”). Upon discovery by any party hereto ; unless, in the case of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either Event described in clause (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by only, such breach from shall have been cured in all material respects or such license shall have been obtained, as applicable, as of the Issuer, in either case on or before the Payment second Accounting Date following NFC’s discovery or its receipt of notice of breach or the end existence of the Collection Period which includes the 60th day such circumstance (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase such Designated Receivable (or, in the case of preceding clause (b), all Designated Receivables affected by the failure to obtain such license) (or, in the case of preceding clause (c), all Designated Receivables described in clause (c)) from the Subsequent Transferee (if the Seller electsSubsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date (which, an earlier Payment for purposes of a Repurchase Event described in clause (c), shall be the June 2009 Distribution Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price for an amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC directly into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Owner, NFC agrees to repurchase (or, such Designated Receivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. If a Repurchase Event with respect to any Purchased Receivable occurs and is continuing, then the applicable Seller shall, within three (3) Business Days of such occurrence (the “Repurchase Date”) repurchase such Purchased Receivable. The Repurchase Price for such Purchased Receivable and all other amounts due under the Transaction Documents with respect to such Purchased Receivable shall be paid to the Purchaser Account in immediately available funds on the Repurchase Date. Upon payment in full of the Repurchase Price for the Purchased Receivable and all amounts due under the Transaction Documents with respect to such Purchased Receivable, such Purchased Receivable shall be repurchased by the applicable Seller hereby covenants from the Purchaser without recourse to or warranty by the Purchaser. Upon receipt by the Purchaser of the Repurchase Price paid by the applicable Seller, the security interest and all other right, title and interest of the Purchaser in such repurchased Purchased Receivable shall be automatically released and otherwise extinguished and such Seller shall have all right, title and interest in and to such repurchased Purchased Receivable. Each Seller agrees that if the Purchaser may set off any amounts which may be payable by the Purchaser to such Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of against any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any unpaid obligation of the such Seller under this Section 7.025(a). Following In addition to the foregoing, solely in the case of any Purchased Receivable which is subject to a Repurchase EventEvent that is solely the result of a Dilution, the Seller shall either (a) correct or cure may satisfy its obligation to repurchase such breach or (b) purchase any Receivable materially and adversely affected in accordance with the terms hereof by paying the full amount of the Dilution causing such breach Repurchase Event plus interest thereon at a rate equal to the Discount Margin accruing from the Issuer, in either case on or before the Expected Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after to the date that such Dilution amount is paid in full to the Seller became aware Purchaser, provided, that, the payment of or was notified and confirmed such breach. Any such breach or failure will be deemed not amounts to materially and adversely affect satisfy the Noteholders or the Issuer if such breach or failure does Seller’s obligations with respect to any Dilution shall not affect the ability Purchaser’s right, title and interest in the entirety of the Issuer or the Noteholders to receive and retain timely payment in full on such Purchased Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Note Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.7 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Note Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Note Insurer, the Trust and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Certificate Insurer, the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code"), for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Owner Trustee, the Trustee, the Noteholders and the Certificateholders, that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding knowledge) shall constitute events obligating the Seller to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such representations and warranties were made, Purchase Amount from the Trust. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller will investigate the Receivable to confirm the breach demand performance hereunder, and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of in connection therewith the Seller under this Section 7.02. Following a Repurchase Event, waives any requirement of prior demand against the Seller shall either (a) correct or cure Purchaser and waives any defaults it would have against the Purchaser with respect to such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in [Section 3.2 of the [Sale and Servicing Agreement]] [Section ____ of the Pooling and Servicing Agreement]. The sole remedy of the Noteholders, the Certificateholders, the Trust, the Owner Trustee, the Trustee or the Purchaser against the Seller, with respect to any Repurchase Event shall be to enforce the Seller's obligation to purchase such Receivables pursuant to this Agreement; PROVIDED, HOWEVER, that the Seller shall indemnify the Owner Trustee, the Trustee, the Trust, the Noteholders and the Certificateholders against all reasonable costs, reasonable expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trust to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Receivable.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02.such Agreement and such other documents, or the ownership of a Security

Repurchase Events. (a) The Seller hereby covenants and agrees the Trust, as applicable, shall inform the Servicer, the Transferor (if the Transferor is not the Servicer), the Note Insurer, the Indenture Trustee and the Swap Counterparty promptly, in writing, upon (i) the discovery of any event, that if it continues uncured will, with the Seller discovers lapse of time and/or the giving of notice, constitute an Eligibility Repurchase Event or is notified by a Requesting Party with a Custodian File Repurchase Request regarding a breach of any Event and (ii) the occurrence of the Seller’s day that is 10 days prior to the First Title Delivery Date of each Receivable for which no Certificate of Title has been delivered to the Custodian or its agent (unless notice of such occurrence has been delivered by the Servicer pursuant to Section 2.07 of the Servicing Agreement). Except as specifically provided in the Servicing Agreement or Indenture, the Indenture Trustee has no obligation to review or monitor the Contributed Property for compliance with representations and warranties contained in Section 3.02(b) at the time such representations and warranties were madewarranties, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer delivery requirements or the Noteholders and triggers a repurchase event (“Repurchase Event”)payments. Upon discovery by any party hereto the occurrence of a Repurchase Event, the party discovering such breach Trust shall give prompt written notice thereof assign to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to Seller the related Receivable and the other party; provided, further, that the failure to give such notice shall not affect any obligation related items of the Seller under this Section 7.02. Following a Repurchase Event, Contributed Property and the Seller shall either (a) correct or cure accept such breach or (b) purchase any Receivable materially and adversely affected by such breach assignment from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified Trust and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to deposit (or cause the Purchased Amount. In consideration deposit of) the Repurchase Price for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount Receivable into the Collection Account on within five (5) Business Days following the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment occurrence of such Purchased Amount by Repurchase Event. The Issuer shall be entitled to enforce the obligations of the Purchaser, the Seller, the Issuer Transferor and the applicable Dealer under this Agreement, the Transfer and Assignment Agreement and the applicable Dealer Agreements, respectively, to remit the Repurchase Price for deposit into the Collection Account. The Indenture Trustee shall release and shall execute and deliver such instruments the Note Insurer are authorized by the parties hereto to take action on behalf of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary the Issuer to vest in enforce the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause obligations of the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuerrepurchase Receivables under this Agreement, the Noteholders, Transferor to repurchase Receivables under the Owner Trustee, Transfer and Assignment Agreement and to enforce the Certificateholders and obligation of a Dealer to repurchase such Receivable under the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02applicable Dealer Agreement.

Repurchase Events. The Seller hereby covenants and agrees In the event that if the Seller discovers has actual knowledge, or is notified by a Requesting Party with a Repurchase Request regarding a breach of receives written notice from the Purchaser that any Underlying Contract failed to satisfy the Eligibility Criteria applicable to such Underlying Contract as of the Seller’s representations and warranties contained in Section 3.02(b) at the time Purchase Date related to such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase EventUnderlying Contract, the Seller shall either (awithin ten (10) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach Business Days following its receipt of written notice thereof from the IssuerPurchaser) repurchase all Purchased Assets attributable to such Underlying Contract by making a payment to the Purchaser, in either case on or before the Payment Date following the end immediately available funds, of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Repurchase Price with respect to such Purchased AmountAssets, provided, however, that if such failure to satisfy the Eligibility Criteria applicable to such Underlying Contract can be cured within thirty (30) Business Days, the Seller shall, within such thirty (30) Business Day period, either cure such failure or repurchase the Purchased Assets attributable to such Underlying Contract in the manner set forth in this Section 2.4. Upon payment of the Repurchase Price, the Purchaser will automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller all the rights, titles and interests of the Purchaser in and to such Purchased Assets. In consideration for connection with any such repurchase, the Seller documents comprising the Contract File shall make (or shall cause to be made) a payment promptly released to the Issuer equal to Seller, and the Purchased Amount Purchaser shall execute such documents and instruments of sale or assignment reasonably requested by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment to effect the conveyance of such Purchased Amount Assets free and clear of any Adverse Claims created by the SellerPurchaser and any other Adverse Claims arising after the Purchase Date (other than Adverse Claims arising out of circumstances occurring prior to the applicable Purchase Date and Permitted Adverse Claims). For avoidance of doubt, the Issuer sole remedy of the Purchaser (and its successors and assigns) with respect to the Indenture Trustee shall release and shall execute and deliver failure of any Underlying Contract to satisfy the Eligibility Criteria applicable to such instruments Underlying Contract as of release, transfer or assignment, in each case without recourse or representation, as the Purchase Date related to such Underlying Contract shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause require the Seller to purchase repurchase the Purchased Assets attributable to such Underlying Contract as is more specifically provided above. Nothing in this paragraph shall be construed to give the Seller any Receivable right, title or interest in and to any Purchased Asset after the related Purchase Date, or to require the Seller to repurchase any Purchased Asset due to (i) such Purchased Asset’s lack of future performance, (ii) such Purchased Asset’s decline in value, (iii) as described above shall constitute a result of the sole remedy respecting related Claimant’s or Adverse Party’s insolvency, credit loss or general inability to pay or (iv) any other reason arising after the applicable Purchase Date. The Seller hereby confirms and agrees that, with respect to any Purchased Asset, from and after the applicable Purchase Date, the Seller (i) has no right, title or interest in such breach available Purchased Asset and (ii) has no authority with respect to the Issuercollection, the Noteholdersamendment, the Owner Trusteemodification, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence adjustment, extension or cancellation of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02such Purchased Asset.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of If any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were madefollowing events (each, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (an “Repurchase Event”). Upon discovery by ) occurs with respect to a Purchased Receivable: (i) such Purchased Receivable was not an Eligible Receivable on the Purchase Date thereof; (ii) any party hereto Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Purchased Receivable set forth in any Transaction Document or any related Contract and such failure shall or could reasonably be expected to have a material adverse effect on the ability to collect the Net Invoice Amount of such Purchased Receivable on the Adjusted Due Date thereof; or (iii) a Repurchase EventDispute has arisen with respect to any Purchased Receivable, then, the party discovering such breach shall give prompt written applicable Seller shall, upon obtaining knowledge thereof, immediately deliver notice thereof to the Buyer and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable at the Buyer’s option and demand. The repurchase price for a Purchased Receivable shall be the amount equal to (i) the Purchase Price for such Purchased Receivable, net of any Collections or other parties hereto; providedpayments received by the Buyer with respect to such Purchased Receivable, that delivery plus (ii) the Discount applicable to such Purchased Receivable and accrued for the period from the applicable Purchase Date to the date on which such Purchased Receivable is repurchased, plus (iii) all other amounts then payable by the applicable Seller under the Transaction Documents with respect to such Purchased Receivable as of the date on which such Purchased Receivable is repurchased (such amount herein referred to as the “Repurchase Price”). The Repurchase Price for any Purchased Receivable shall be paid to the Buyer’s Account in immediately available funds by no later than the fifth (5th) Business Day following demand therefor by the Buyer. Upon the payment in full of the repurchase price with respect to a Servicer’s Certificate Purchased Receivable, such Purchased Receivable shall hereby be, and be deemed to constitute prompt written notice thereof be, repurchased by such Seller from the Buyer without recourse to or warranty by the other party; provided, further, Buyer. To the extent an affected Purchased Receivable has an existing Dilution Reserve that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventis greater than $0, the applicable Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from receive a credit against the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment Repurchase Price of such Purchased Amount by Receivable on a dollar for dollar basis (which credit will also reduce such Dilution Reserve on the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant heretosame basis). It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.(c)

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if (A) in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof with respect to any Designated Receivable or (ii) at the time such representations and warranties were madea breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Seller will investigate the Receivable to confirm the breach and determine if the which breach materially and adversely affects NFRRC’s interest (or the interests interest of any Financial Party) in such Designated Receivable, or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the Issuer New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the Noteholders and triggers interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a repurchase event (“Repurchase Event”). Upon discovery by ) unless, in any party hereto of a Repurchase Eventsuch case, the party discovering such breach shall give prompt written have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice thereof to of breach or the other parties hereto; providedexistence of such circumstance (or, that delivery at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable or, in the case of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; providedpreceding clause (B), further, that all Designated Receivables affected by the failure to give obtain such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventlicense, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day Subsequent Transferee (or, if the Seller elects, Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC directly into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Table of Contents Owner, NFC agrees to repurchase (or, such Designated Receivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the (2010-B Receivables Purchase Agreement) Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Note Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Noteholders, the Trust, the Note Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Note Insurer, the Trust and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller LBAC hereby covenants and agrees with the Transferor for the benefit of the Transferor, the Issuer, the Indenture Trustee, the Trust Collateral Agent, [the Note Insurer], the Noteholders and the Certificateholder, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s LBAC's representations and warranties contained in Section 3.02(b3.2(b) (without regard to any limitations regarding LBAC's knowledge), and (ii) the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating LBAC to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Issuer. Unless the breach of any of LBAC's representations and warranties were madeshall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to LBAC of such breach, LBAC shall repurchase any Receivable if such Receivable or the interest therein of the Transferor, the Seller will investigate Issuer, the Receivable to confirm Noteholders, [the breach and determine if Note Insurer] or the breach Certificateholder is materially and adversely affects affected by the interests breach as of the Issuer last day of such second Collection Period and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Transferor, the Issuer, the Noteholders, [the Note Insurer] or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable Certificateholder is materially and adversely affected by such breach, unless the breach shall have been cured by the last day of such second Collection Period, LBAC shall purchase such aggregate Principal Balance of Receivables, such that following such purchase such representation shall be true and correct with respect to the remainder of the Receivables in the aggregate. The provisions of this Section 6.2 are intended to grant the Indenture Trustee a direct right against LBAC acting at the direction or with the consent of [the Note Insurer] to demand performance hereunder, and in connection therewith LBAC waives any requirement of prior demand against the Transferor and waives any defaults it would have against the Transferor with respect to such repurchase obligation. In addition to the foregoing, LBAC shall be under an obligation to promptly purchase from the IssuerTransferor (in its capacity as Transferor under the Sale and Servicing Agreement) any Receivable required to be repurchased by LBAC pursuant to a breach of its obligations in the Sale and Servicing Agreement including, without limitation, LBAC's repurchase obligations set forth in either case on or before the Payment Date following the end Sections 3.2 and 3.4 of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified Sale and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableServicing Agreement. Any such purchase by described in this Section shall take place in the Seller shall be at a price equal to manner specified in Section 5.5 of the Purchased AmountSale and Servicing Agreement. In consideration for such repurchaseThe sole remedy hereunder of the Noteholders, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the SellerCertificateholder, the Issuer and Issuer, [the Note Insurer], the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as the Transferor against LBAC with respect to any Repurchase Event shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased enforce LBAC's obligation to repurchase such Receivables pursuant hereto. It is understood and agreed to this Purchase Agreement; provided, however, that the right to cause the Seller to purchase any Receivable as described above LBAC shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, indemnify the Owner Trustee, the Certificateholders and Issuer, the Indenture Trustee. Neither , the Owner Trustee nor Trust Collateral Agent, [the Note Insurer], the Indenture Trustee will have Trustee, the Back-up Servicer, the Collateral Agent, the Noteholders and the Certificateholder and their respective officers, directors and employees against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any duty of them, as a result of third party claims arising out of the events or facts giving rise to conduct an affirmative investigation a Repurchase Event. Upon receipt of the Purchase Amount, the Trust Collateral Agent shall cause the Custodian to release the related Legal File and the Servicer to release the related Receivable File to LBAC and to execute and deliver all instruments of transfer or assignment, without recourse, as are necessary to vest in LBAC the occurrence of any condition requiring Transferor's and the repurchase of any Receivable pursuant to this Section 7.02Issuer's right, title and interest in the Receivable.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.7 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Note Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Note Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Note Insurer, the Trust and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the [Credit Enhancer] and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected [Affiliated Originator] Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any [Affiliated Originator] Receivable if such [Affiliated Originator] Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the [Affiliated Originator] Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of [Affiliated Originator] Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes [Affiliated Originator] Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the [Credit Enhancer], the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such [Affiliated Originator] Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the [Credit Enhancer], the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the Issuer[Affiliated Originator] Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code"), for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.. (2011-B Receivables Purchase Agreement)

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivable or Linc Receivable) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Certificate Insurer, the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the [Credit Enhancer] and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivable, Linc Receivable or [[Affiliated Originator] Receivable]) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the [Credit Enhancer], the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the [Credit Enhancer], the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if (A) in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof with respect to any Designated Receivable or (ii) at the time such representations and warranties were madea breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Seller will investigate the Receivable to confirm the breach and determine if the which breach materially and adversely affects NFRRC’s interest (or the interests interest of any Financial Party) in such Designated Receivable, or (B) if at any time NFRRC or the Subsequent Transferee is required to obtain a license pursuant to Article 11-B of the Issuer New York Banking Law and such entity has failed to obtain such license and such failure adversely affects the interest of NFRRC (or the Noteholders and triggers interest of any Financial Party) (each breach or circumstance described in preceding clause (A) or (B), a repurchase event (“Repurchase Event”). Upon discovery by ) unless, in any party hereto of a Repurchase Eventsuch case, the party discovering such breach shall give prompt written have been cured in all material respects or such license shall have been obtained, as applicable, as of the second Accounting Date following NFC’s discovery or its receipt of notice thereof to of breach or the other parties hereto; providedexistence of such circumstance (or, that delivery at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable or, in the case of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; providedpreceding clause (B), further, that all Designated Receivables affected by the failure to give obtain such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventlicense, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day Subsequent Transferee (or, if the Seller elects, Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC directly into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Owner, NFC agrees to repurchase (or, such Designated Receivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. The Seller hereby covenants and agrees with the Depositor for the benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.02(h) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach that materially and adversely affects the interests interest of the Issuer Depositor, the Issuer, the Indenture Trustee or the Noteholders and triggers a shall constitute an event obligating the Seller to repurchase event (“Repurchase Event”). Upon discovery by the Receivables to which such breach is applicable, from the Depositor or the Issuer, as applicable, unless any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected have been cured by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that a Responsible Officer of the Seller became aware of or was notified and confirmed of such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability receipt of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Purchase Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments Receivable. The obligation of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase repurchase under this Section 6.02 shall not be dependent upon the actual knowledge of the Seller of any Receivable breached representation or warranty and shall exist without regard to any limitation set forth in any representation or warranty concerning the knowledge of the Seller as described above shall constitute to the facts stated therein. The sole remedy respecting such breach available to against the Seller of the Depositor, the Indenture Trustee, the Issuer, the Noteholders, the Owner Trustee, the Certificateholders or the Noteholders with respect to a breach of the Seller's representations and warranties set forth in Section 3.02(h) of this Agreement shall be to require repurchases by the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence Seller of any condition requiring the repurchase of any Receivable Receivables pursuant to this Section 7.026.02 and Section 3.03 of the Sale and Servicing Agreement; provided that this Section 6.02 shall not limit the right of the Depositor, the Issuer, the Owner Trustee and the Indenture Trustee to enforce (or to cause the Seller to enforce) the obligations of Fifth Third (Michigan) pursuant to the Transfer and Sale Agreement.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of If the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or (b) was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case Issuer on or before the Payment Date following the end of the such Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivablePeriod. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier applicable Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.. (2011-A Receivables Purchase Agreement)

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Certificate Insurer, the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as Trust pursuant to the occurrence Pooling and Servicing Agreement and such other documents, or the ownership of any condition requiring a Certificate by a Holder constitutes a violation of the repurchase prohibited transaction rules of any Receivable pursuant to this Section 7.02the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code"), for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificate Insurer and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(bSECTION 3.2(B) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to SECTION 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("REPURCHASE EVENTS"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this SECTION 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the Certificate Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; PROVIDED, HOWEVER, that the Seller shall indemnify the Trustee, the Certificate Insurer, the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerSamco Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Linc Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Linc Receivable if such Linc Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Linc Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Linc Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Linc Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified with respect to CPS in Section 4.7 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Linc Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerLinc Receivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Sale and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of (i) a breach of any of the SellerNFC’s representations and warranties contained in Section 3.02(b3.01 hereof (and, with respect to Section 3.01(j) at hereof, irrespective of any limitation regarding the time such representations and warranties were made, the Seller will investigate the knowledge of NFC) with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers any Designated Receivable (each a repurchase event (“Repurchase Event”). Upon discovery by , which breach, in each case, materially and adversely affects NFRRC’s interest (or the interest of any party hereto of a Repurchase EventFinancial Party) in such Designated Receivable, the party discovering unless, in either case, such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation have been cured in all material respects as of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment second Accounting Date following the end NFC’s discovery or its receipt of the Collection Period which includes the 60th day notice of breach (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase such Designated Receivable from the Subsequent Transferee (if the Seller elects, Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price amount equal to the Purchased Amount. In consideration for such repurchase, the Seller Warranty Payment (which amount shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount deposited by depositing such amount NFC into the Collection Account on the Business Day preceding Transfer Date for the Payment Date related Distribution Date), without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to one or more Designated Receivables for which NFRRC is the Owner, NFC agrees to repurchase (or, such Designated Receivables from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivables from the Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date). Upon and upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivables as if NFC had purchased such Designated Receivables from the Seller, Subsequent Transferee as the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Designated Receivable pursuant to this Section 7.025.04 shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made), with respect to any Receivable shall constitute an event obligating the Seller will investigate the to repurchase such Receivable to confirm the breach and determine if the breach interest of the Noteholders or the Issuer are materially and adversely affects the interests of the Issuer or the Noteholders and triggers affected by such breach (each, a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified and confirmed of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Datedate). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the Insurer, the Trust and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the transactions contemplated by the Sale and Servicing Agreement, the Noteholders, the Owner Trustee, the Certificateholders Indentures and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02Trust Agreement and such other documents, or the ownership of a Security by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFRRC for the benefit of NFRRC and the Interested Parties, that if in the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding event of a breach of any of the Seller’s NFC's representations and warranties contained in Section 3.02(b3.01 hereof with respect to any Designated Receivable (a "Repurchase Event") as of the second Accounting Date following NFC's discovery or its receipt of notice of breach (or, at the time such representations and warranties were madeNFC's election, the Seller first Accounting Date following such discovery), unless such breach shall have been cured in all material respects, NFC will investigate repurchase such Designated Receivable from the Receivable to confirm the breach and determine Subsequent Transferee (if the breach materially and adversely affects Subsequent Transferee is then the interests Owner of such Designated Receivable) on the Issuer or related Distribution Date for an amount equal to the Noteholders and triggers a repurchase event (“Repurchase Event”)Warranty Payment, without further notice from NFRRC hereunder. Upon discovery by any party hereto the occurrence of a Repurchase EventEvent with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable from NFRRC for an amount and upon the party discovering same terms as NFC would be obligated to repurchase such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Designated Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, Subsequent Transferee if the Seller electsSubsequent Transferee was then the Owner thereof, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon upon payment of such Purchased Amount by amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Seller, Subsequent Transferee as the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant heretoOwner thereof. It is understood and agreed that the right obligation of NFC to cause the Seller to purchase repurchase any Designated Receivable as described above shall to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy respecting against NFC for such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have NFRRC or any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02Interested Party.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the [Credit Enhancer] and the Certificateholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.5 of the Pooling and Servicing Agreement. The sole remedy hereunder of the Certificateholders, the Trust, the [Credit Enhancer], the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall indemnify the Trustee, the [Credit Enhancer], the Trust and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be at asserted against or incurred by any of them, as a price equal result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Purchaser shall cause the Trustee to release the related Receivables File to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause and to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such all instruments of release, transfer or assignment, in each case without recourse or representationrecourse, as shall be reasonably are necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available title to the IssuerReceivable. Notwithstanding the foregoing, if it is determined that consummation of the Noteholders, transactions contemplated by the Owner Trustee, the Certificateholders Pooling and Servicing Agreement and the Indenture Trustee. Neither other transaction documents referenced in such Agreement, servicing and operation of the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Trust pursuant to this Section 7.02such Agreement and such other documents, or the ownership of a Certificate by a Holder constitutes a violation of the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code") for which no statutory exception or administrative exemption applies, such violation shall not be treated as a Repurchase Event.

Repurchase Events. The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with If a Repurchase Request regarding Event with respect to any Purchased Receivable occurs and is continuing, then the applicable Seller shall repurchase such Purchased Receivable, (a) with respect to Repurchase Events that are the result of Dilutions, within three (3) Business Days after the Expected Payment Date, (b) with respect to a breach Repurchase Event that is a Deemed Dispute, the date on which such Purchased Receivable is 30 days past the Expected Payment Date in the absence of any Insolvency Event with respect to the Account Debtor, and (c) with respect to all Repurchase Events that are not the result of Dilution or a Deemed Dispute, within three (3) Business Days of such occurrence (the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase EventDate”). The Repurchase Price for such Purchased Receivable and all other amounts due under the Transaction Documents with respect to such Purchased Receivable shall be paid to the Purchaser Account in immediately available funds on the Repurchase Date. Upon discovery payment in full of the Repurchase Price for the Purchased Receivable and all amounts due under the Transaction Documents with respect to such Purchased Receivable, such Purchased Receivable shall be repurchased by the applicable Seller from the Purchaser without recourse to or warranty by the Purchaser. Upon receipt by the Purchaser of the Repurchase Price paid by the applicable Seller, the security interest and all other right, title and interest of the Purchaser in such repurchased Purchased Receivable shall be automatically released and otherwise extinguished and such Seller shall have all right, title and interest in and to such repurchased Purchased Receivable. Each Seller agrees that the Purchaser may set off any party hereto amounts which may be payable by the Purchaser to such Seller against any unpaid obligation of such Seller under this Section 5. Notwithstanding the foregoing, if any applicable Seller repurchases any Purchased Receivables pursuant to this Agreement as a result of Repurchased Event caused by a Deemed Dispute and it is later determined to the reasonable satisfaction of the Purchaser that the related failure to pay was in fact due to or the result of an Insolvency Event with respect to the related Account Debtor or such Account Debtor’s financial inability to pay, general lack of creditworthiness, or other deterioration in financial or credit condition, then the Purchaser shall promptly (but no later than ten (10) calendar days after any such determination) repay to the applicable Seller the amount of the related Repurchase Price so paid to the Purchaser by such Seller in connection with such repurchase. In addition, in the case of a Repurchase EventDilution or Dispute with respect to any Purchased Receivable which occurs after the related Purchase Date and is not reflected in the applicable Purchase Price for such Purchased Receivable, and is not a Dilution or Dispute with respect to the entire amount of such Purchased Receivable, the party discovering applicable Seller may, in lieu of repurchasing such breach shall give prompt Purchased Receivable and after such applicable Seller has provided written notice thereof of its intent to do so to the other parties hereto; providedPurchaser thereof, instead pay to the Purchaser in cash, on the applicable Repurchase Date therefor (such date, the “Adjustment Amount Payment Date”), the applicable Adjustment Amount. In the case of any such election by the applicable Seller to pay the applicable Adjustment Amount, such Purchased Receivable shall remain the property of the Purchaser and shall not deemed to be resold to as repurchased by such Seller. In the case the Purchaser provides written notice to any applicable Seller that delivery of a Servicer’s Certificate such Seller has failed to pay any outstanding Adjustment Amount within one (1) Business Day after the Adjustment Amount Payment Date, such event shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to failure on a Recourse Obligation under the Issuer equal to the Purchased terms of this Agreement (an “Adjustment Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment DateEvent”). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Samco Receivables hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either repurchase any Samco Receivable if such Samco Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (aor, at the Seller's option, the last day of the first Collection Period following the discovery) correct or cure such and, in the event that the breach or (b) purchase any Receivable relates to a characteristic of the Samco Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Samco Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Samco Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 5.6 of the Sale and Servicing Agreement. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Samco Receivables pursuant to this Agreement; provided, however, that the Seller shall be at a price equal to indemnify the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders Insurer, the Trust and the Indenture Trustee. Neither Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them, as a result of third party claims arising out of the Owner Trustee nor the Indenture Trustee will have any duty events or facts giving rise to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.such

Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the Insurer and the Securityholders, that if (i) the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding occurrence of a breach of any of the Seller’s 's representations and warranties contained in Section 3.02(b3.2(b) hereof (without regard to any limitations regarding the Seller's knowledge) and (ii) the failure of the Seller to timely comply with its obligations pursuant to Section 5.5 hereof, shall constitute events obligating the Seller to repurchase the affected Receivables (including any affected Samco Receivables or Linc Receivables) hereunder ("Repurchase Events"), at the time such Purchase Amount from the Trust. Unless the breach of any of the Seller's representations and warranties were made, shall have been cured by the last day of the second Collection Period following the discovery thereof by or notice to the Purchaser and the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Eventbreach, the Seller shall either (a) correct or cure such breach or (b) purchase repurchase any Receivable if such Receivable is materially and adversely affected by the breach as of the last day of such second Collection Period (or, at the Seller's option, the last day of the first Collection Period following the discovery) and, in the event that the breach relates to a characteristic of the Receivables in the aggregate, and if the Trust is materially and adversely affected by such breach, unless the breach from shall have been cured by such second Collection Period, the IssuerSeller shall purchase such aggregate Principal Balance of Receivables, in either case on or before such that following such purchase such representation shall be true and correct with respect to the Payment Date following the end remainder of the Collection Period which includes Receivables in the 60th day (or, if aggregate. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Seller electsto demand performance hereunder, an earlier Payment Date) after the date that and in connection therewith the Seller became aware waives any requirement of or was notified prior demand against the Purchaser and confirmed waives any defaults it would have against the Purchaser with respect to such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivablerepurchase obligation. Any such purchase by shall take place in the manner specified in Section 4.7 of the Sale and Servicing Agreement. For purposes of this Section 6.2, the Purchase Amount of a Receivable which is not consistent with the warranty pursuant to Section 3.2(b)(iv)(a)(5) or (iv)(a)(6) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein. The sole remedy hereunder of the Securityholders, the Trust, the Insurer, the Trustee or the Purchaser against the Seller with respect to any Repurchase Event shall be to enforce the Seller's obligation to repurchase such Receivables pursuant to this Agreement; provided, however, that the Seller shall be at a price equal to indemnify the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders Insurer, the Trust and the Indenture Trustee. Neither Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them, as a result of third party claims arising out of the Owner Trustee nor the Indenture Trustee will have any duty events or facts giving rise to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.such