Common use of Purchase of Receivables Upon Breach Clause in Contracts

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto hereto, the Demand Note Provider and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders Noteholders, the Demand Note Provider or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Demand Note Provider or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the IssuerDemand Note Provider, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Issuer, the Custodian or the Trust Collateral Agent shall inform the other parties hereto [and the Note Insurer Insurer] promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders [or the Note Insurer]. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. For purposes of this Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to receive Simple Interest Excess with respect to the related Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, [the Note Insurer, the Class C Certificateholder ] or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, [the Collateral Agent], the Back-up Servicer, the Custodian, the Transferor, [the Note Insurer], the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Indenture Trustee or the Trust Collateral Agent Owner Trustee shall inform each of the other parties hereto and the Note Insurer promptly, in writing, upon the discovery of (i) any breach by the ServicerServicer of its obligations under Sections 8.01, 8.05, 8.06, 8.07, 8.08 or 8.09 hereof or (ii) the Transferor, the Issuer or a Responsible Officer existence of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Servicer's obligation to purchase a Receivable pursuant to Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.68.05(a) hereof; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the such breach shall have been cured by the last day of the second first full Collection Period following such the discovery by or notice to the Servicer of such breach, the Servicer shall on such day purchase any Receivable materially and adversely affected by such breach or which materially and adversely affects the interests of the Noteholders, the Residual Interest Holders or the Certificateholders (which shall include any Receivable as to which a breach of Section 8.06 hereof has occurred); provided, that with respect to which such any breach has a material adverse effect on such Receivable or of Section 8.07(b) hereof, the interest therein Servicer may at its option, instead of repurchasing the related Receivable, deposit in the Collection Account the amount of the Issuer, loss resulting from the Noteholders lapse or the Note Insurerlack of insurance. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount with respect to such Receivable in the manner specified in Section 5.59.04 hereof. The Indenture Trustee and Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The sole remedy of the Trust Collateral AgentOwner Trustee, the IssuerTrust, the Note Insurer, the Class C Certificateholder or the Noteholders Secured Parties with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 aforementioned breaches shall be to require the Servicer to repurchase purchase Receivables pursuant to this Section 4.78.10; provided, however, that the Servicer shall indemnify indemnify, the Trust Collateral AgentIssuer, the Indenture Trustee, the Collateral AgentNoteholders, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Residual Interest Holders and the Noteholders Certificateholders and each of their respective officers, employees, directors, agents and representatives 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 third-party claims arising out of the events or facts giving rise to such breach. The Transferor No predecessor or successor Servicer shall have no obligation to repurchase be responsible for the Receivables upon a breach acts or omissions of any other Servicer. Upon receipt of the provisions Purchase Amount and any related indemnity payments, the Indenture Trustee shall release to the Servicer or its designee the related Receivable File and shall execute and deliver all instruments of Section 4.2 relating to modifications of the Receivablestransferor assignment, or any breach of Sections 4.4without recourse, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken as are prepared by the Servicer and delivered to the Indenture Trustee and are necessary to vest in the Servicer or such designee the Issuer's right, title and interest in the Receivable. Notwithstanding the foregoing, BVAC shall not be required to remit the Purchase Amount in the manner specified in this Section 8.10 with respect to any Receivable repurchased or subject to repurchase by BVAC pursuant to Section 8.08 hereof for the reasons specified in Section 8.08 hereof. Notwithstanding the foregoing, if Back-up Servicer shall have become the Servicer, it will not be so obligated to purchase any Receivables or make any payment pursuant to this Section 4.78.10, and the only obligations of Back-up Servicer, as successor Servicer in connection therewith shall be to make the indemnity in Section 13.02 hereof.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the Upon discovery by ----------------------------------- any of the Servicer, the TransferorSeller, the Issuer Depositor, the Owner Trustee, the Indenture Trustee or the Backup Servicer of a Responsible Officer breach of any of the Trust Collateral Agent covenants set forth in Sections 3.07, 4.02(b), 4.05(a) or 4.06, the Custodian, as party discovering such breach shall give prompt written notice to the case may be, of any breach of other parties and the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6Note Insurer; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer hereunderunder this Section 4.07. Unless On or before the last day of the first Collection Period following its discovery or receipt of notice of the breach of any covenant set forth in Sections 3.07, 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders, the Noteholders or the Note Insurer in any Receivable, the Servicer shall, unless such breach shall have been cured in all material respects by such date, purchase from the last day Issuer the Receivable affected by such breach. In consideration of the second Collection Period following purchase of any such discovery by or notice to the Servicer of such breachReceivable, the Servicer shall remit the related Purchase Amount into the Collection Account, with written notice to the Indenture Trustee of such deposit, in the manner specified in Section 5.04. Subject to Section 7.02, it is understood and agreed that the obligation of the Servicer to purchase any Receivable with respect to which such a breach has a material adverse effect on occurred and is continuing shall, if such Receivable or obligation is fulfilled, constitute the interest therein of sole remedy against the Servicer for such breach available to the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral AgentOwner Trustee, the Indenture Trustee, the Collateral Agent, Certificateholders or the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breachNoteholders. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by If the Servicer fails to purchase any Receivable which it is so required to purchase pursuant to this Section 4.7Agreement by the date specified, the Indenture Trustee shall promptly notify HMC of such failure at the address set forth in the Performance Guaranty.

Purchase of Receivables Upon Breach. The Depositor, the Servicer, the Transferor, Trustee and the Issuer or the Trust Collateral Agent Certificate Insurer shall inform the other parties hereto and the Note Insurer Servicer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of pursuant to Section 4.2 relating to modifications of the Receivables, 8.02(b) or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder8.13(c). Unless the breach shall have been cured by the last day of the second Collection Period within 60 days following such discovery thereof by or notice to the Servicer or the receipt by the Servicer of written notice of such breach, the Servicer shall be obligated to purchase any Receivable Home Equity Loan in which the interests of the Certificateholders or the Certificate Insurer are materially and adversely affected by such breach as of the first day succeeding the end of such 60 day period that is the last day of a Due Period. In the event of any such repurchase pursuant to this Section, a REMIC Opinion shall be required to be delivered by the Servicer. Any required purchase or substitution, if delayed by the absence of such opinion, shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to which the Home Equity Loan or (ii) the delivery of such breach has opinion.. In the event that any such repurchase results in a material adverse effect on such Receivable or the interest therein of the IssuerProhibited Transaction, the Noteholders or Trustee shall immediately notify the Note InsurerServicer in writing thereof and the Servicer shall, within 10 days of receiving notice thereof from the Trustee, deposit the amount due from the Trust with the Trustee for the payment thereof, including any interest and penalties, in immediately available funds. In consideration of the purchase of any such ReceivableHome Equity Loan pursuant to the preceding sentence, the Servicer shall remit the Loan Purchase Amount in Price to the manner specified in Section 5.5Principal and Interest Account. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Trustee or the Noteholders Certificateholders with respect to such a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables purchase Home Equity Loans pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.611.16(g). The Transferor Trustee shall have no liability for actions taken or omitted duty to be taken by conduct any affirmative investigation as to the Servicer occurrence of any condition requiring the purchase of any Home Equity Loan pursuant to this Section 4.7.Section. END OF ARTICLE VIII

Purchase of Receivables Upon Breach. The Servicer, the TransferorDepositor, the Issuer or the Trust Collateral Agent Indenture Trustee shall inform the other parties hereto to this Agreement and the Note Insurer Agent promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables6.01, 6.02, 6.03, 6.04, 6.11, 6.14 or any breach of Sections 4.4, 4.5 or 4.67.01 hereof; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second first full Collection Period following such discovery actual knowledge or receipt of notice by or notice to an Authorized Officer of the Servicer of such breachServicer, the Servicer shall purchase as of the Business Day preceding the Determination Date relating to the respective Collection Period any Receivable with respect that is materially and adversely affected by such breach or which materially and adversely affects the interests of any Noteholder (which shall include any Receivable as to which such a breach of Section 6.02 has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insureroccurred). In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount Repurchase Price in the manner specified in Section 5.53.03(a) hereof. The Indenture Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The purchase obligation set forth in this Section shall, except as provided below, be the sole remedy of the Trust Collateral AgentIndenture Trustee, the Issuer, the Note Insurer, the Class C Certificateholder or Issuer and the Noteholders with respect to a breach any of the provisions of Section 4.2 relating to modifications of aforementioned breaches by the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7applicable Servicer; provided, however, that the Servicer shall indemnify the Trust Collateral AgentIssuer, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Backup Servicer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor No predecessor or successor Servicer shall have no obligation to repurchase be responsible for the Receivables upon a breach acts or omissions of such predecessor or successor Servicer. Upon receipt of the provisions Repurchase Price and any related indemnity payments, the Indenture Trustee shall execute and deliver all instruments of Section 4.2 relating to modifications of the Receivablestransfer or assignment, or any breach of Sections 4.4without recourse, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken as are prepared by the Servicer and delivered to the Indenture Trustee and are necessary to vest in the Servicer or such designee the Issuer’s right, title and interest in the Receivable. Indemnification by the Servicer under this Section 6.15 shall survive the termination of this Agreement (or, in the case of indemnification of the Indenture Trustee or the Backup Servicer, shall survive the resignation or removal of the Indenture Trustee or Backup Servicer, respectively). If the Servicer fails to repurchase any Receivable or make any indemnity payment which it is so required to acquire or make pursuant to this Section 4.7by the date specified, the Indenture Trustee shall be obligated promptly to notify the Contributor and the Agent of such failure, and the Contributor shall be obligated to purchase the Receivable or make such payment within five (5) Business Days following such notification and to deposit the Repurchase Price into the Collection Account or make such payment.

Purchase of Receivables Upon Breach. The Seller, Servicer, Trustee, as the Transferorcase may be, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by (or, in the Servicercase of the Trustee, the Transferor, the Issuer or upon actual knowledge of a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, Officer) of any breach by Servicer of the provisions of its covenants under Section 4.2 relating to modifications of the Receivables, 3.5 or any breach of Sections 4.4, 4.5 or 4.63.6; provided, however, provided that the failure to give such notice shall not affect any obligation of the Servicer hereunderServicer. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by which includes the 60th day (or the 30th day, if Servicer so elects) after the date on which Servicer becomes aware of, or receives written notice to the Servicer of of, such breach, and such breach materially and adversely affects the interests of the Trust and the Holders in any Receivable, Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or from the interest therein Trust as of the Issuerlast day of the Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of the last day of such Collection Period; provided that in the case of a breach of the covenant contained in Section 3.6(c), Servicer shall be obligated to purchase the Noteholders affected Receivable or Receivables on the Note InsurerBusiness Day preceding the Transfer Date immediately succeeding the Collection Period during which Servicer becomes aware of, or receives written notice of, such breach. In consideration of the purchase of such Receivablea Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 5.53.3. The sole remedy (except as provided in Section 8.2) of the Trust Collateral AgentTrust, the Issuer, the Note Insurer, the Class C Certificateholder Trustee or the Noteholders Holders against Servicer with respect to a breach of the provisions of pursuant to Section 4.2 relating to modifications of the Receivables 3.5 or any breach of Sections 4.4, 4.5 or 4.6 3.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against Section. With respect to all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer purchase pursuant to this Section 4.73.7, the Trust shall assign to Servicer, without recourse, representation or warranty, all of the Trust’s right, title and interest in and to such Receivables and all security and documents relating thereto.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto to this Agreement and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables4.01, 4.05, 4.06, 4.07, 4.08 or any breach of Sections 4.4, 4.5 or 4.64.09 hereof; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second first full Collection Period following such discovery actual knowledge or receipt of notice by or notice to an Authorized Officer of the Servicer of such breachServicer, the Servicer shall purchase as of the Business Day preceding the Determination Date relating to the respective Collection Period any Receivable with respect that is materially and adversely affected by such breach or which materially and adversely affects the interests of the Note Insurer (which shall include any Receivable as to which a breach of Section 4.06 has occurred); provided that if __________ shall have become the Servicer, it will not be so obligated to purchase such breach has a material adverse effect on such Receivable or nonconforming Receivables. __________'s only obligation to the interest therein of Trust shall be to make the Issuer, the Noteholders or the Note Insurerindemnity in Section 7.03 hereof. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.55.05. The Trust Collateral Agent shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The purchase obligation set forth in this Section shall, except as provided below, be the sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder or Insurer and the Noteholders with respect to a breach any of the provisions of Section 4.2 relating to modifications of aforementioned breaches by the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7applicable Servicer; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor No predecessor nor successor Servicer shall have no obligation to repurchase be responsible for the Receivables upon a breach acts or omissions of such Servicer. Upon receipt of the provisions Purchase Amount and any related indemnity payments, the Trust Collateral Agent shall release to the Servicer or its designee the related Receivable File and shall execute and deliver all instruments of Section 4.2 relating to modifications of the Receivablestransfer or assignment, or any breach of Sections 4.4without recourse, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken as are prepared by the Servicer pursuant and delivered to this Section 4.7the Trust Collateral Agent and are necessary to vest in the Servicer or such designee the Issuer's right, title and interest in the Receivable.

Purchase of Receivables Upon Breach. The ServicerUpon discovery by any party hereto of a breach of any of the obligations set forth in Section 3.2, 3.3, 3.4 or 3.5 which materially and adversely affects the interests of the Issuer, the TransferorNote Insurer or the Noteholders, the Issuer or the Trust Collateral Agent party discovering such breach shall inform give prompt written notice thereof to the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6hereto; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunderunder this Section 3.6. Unless If the Servicer does not correct or cure such breach shall have been cured by prior to the last day end of the second Collection Period following such discovery by or notice to which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or was notified of any such breachbreach which materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in any Receivable, then the Servicer shall purchase any Receivable with respect to which affected by such breach has from the Issuer on the Payment Date following the end of such Collection Period. Any such purchase by the Servicer shall be at a material adverse effect on such Receivable or price equal to the interest therein of the Issuer, the Noteholders or the Note InsurerRepurchase Price. In consideration of the purchase of for such Receivablerepurchase, the Servicer shall remit make (or shall cause to be made) a payment to the Purchase Amount Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such Payment Date. Upon payment of such Repurchase Price by the Servicer, the Issuer and the Indenture Trustee, on behalf of the Indenture Secured Parties, 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 manner specified in Section 5.5Servicer or its designee any Receivable repurchased pursuant hereto, together with the other related Transferred Assets. The It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy of the Trust Collateral Agent, respecting such breach available to the Issuer, the Note Insurer, the Class C Certificateholder or Swap Counterparty and the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7Indenture Trustee; provided, however, that the Servicer shall will indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the TransferorIssuer, the Note Insurer, the IssuerOwner Trustee, the Class C Certificateholder Indenture Trustee and the Noteholders from and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer indemnification provided pursuant to this Section 4.7section will survive the removal or resignation of the Servicer, the Note Insurer, the Swap Counterparty and /or the Indenture Trustee.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto hereto, the Demand Note Provider and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders Noteholders, the Demand Note Provider or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Demand Note Provider or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.74.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Servicer or the Trust Collateral Agent ----------------------------------- Owner Trustee shall inform the other parties hereto party and the Note Insurer Indenture Trustee and the Depositor promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Servicer's obligations under Section 4.2 relating to modifications of the Receivables4.02, 4.05 or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder4.06. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to (or, at the Servicer Servicer's election, the last day of such breachthe first following Collection Period), the Servicer shall purchase from the Trust any Receivable materially and adversely affected by such breach as of such last day; provided, that, with respect to any Federally Documented Boat for which such breach an Assignment of Preferred Mortgage has a material adverse effect not been filed with the Coast Guard as contemplated by Section 4.05, the Servicer shall, on such the first Business Day following the 180th day after the Closing Date, purchase the related Receivable or from the interest therein Trust, with the Purchase Amount thereof to be calculated as of the last day of the related Collection Period. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture Trustee, the Noteholders or the Note InsurerResidual Interestholder in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable from the Trust as of the close of business on the last day of such Collection Period. In consideration of the purchase of any such ReceivableReceivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.55.05. The Subject to Section 7.02, the sole remedy of the Trust Collateral Agent, the Issuer, the Note InsurerOwner Trustee, the Class C Certificateholder Indenture Trustee, the Noteholders or the Noteholders Residual Interestholder with respect to a breach of the provisions of pursuant to Section 4.2 relating to modifications of the Receivables 4.02, 4.05 or any breach of Sections 4.4, 4.5 or 4.6 4.06 shall be to require the Servicer to repurchase purchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, Section. The Owner Trustee and the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor Trustee shall have no obligation duty to repurchase conduct any affirmative investigation as to the Receivables upon a breach occurrence of any condition requiring the provisions purchase of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer Receivable pursuant to this Section 4.7Section. The Servicer shall notify each of the Rating Agencies upon filing the Assignments of Preferred Mortgages with the Coast Guard.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.74.

Purchase of Receivables Upon Breach. The ServicerSeller, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the TransferorInsurer, the Issuer or a Responsible Officer of the Trust Collateral Agent or the CustodianOwner Trustee, as the case may be, shall provide to the other parties to this Agreement, promptly, notice in writing, upon the discovery of any breach of the provisions of Section 4.2 relating Servicer's representations and warranties and covenants made pursuant to modifications of the Receivablessections 4.5(a) or 4.6(a); PROVIDED, or any breach of Sections 4.4, 4.5 or 4.6; provided, howeverHOWEVER, that the failure to give any such notice shall not affect derogate from any obligation of the Servicer hereunderhereunder or the Seller to repurchase any Receivable. Unless With respect to the breach of any of the Servicer's representations and warranties and covenants pursuant to Section 4.5(a) and Section 4.6(a), unless the breach shall have been cured by the last day of the second Collection Period first full calendar month following such the discovery by or notice to the Servicer of such the breach, the Servicer shall have an obligation, to purchase or repurchase any Receivable with respect to in which such breach has a material adverse effect on such Receivable the interests of the Noteholders, the Issuer or the interest therein Insurer are materially and adversely affected by the breach. The Trust Collateral Agent shall notify the other parties hereto promptly, in writing, of any failure by the Issuer, the Noteholders or the Note InsurerServicer to so repurchase any Receivable. In consideration of the purchase of such Receivablethe Receivable hereunder, the Servicer shall remit the Purchase Amount to the Collection Account on the date of such repurchase in the manner specified in Section 5.55.6. The sole remedy remedies of the Issuer, the Owner Trustee, the Trust Collateral Agent, the IssuerTrustee, the Note Insurer, the Class C Certificateholder Insurer or the Noteholders with respect to a breach of representations and warranties pursuant to Section 4.5(a) and Section 4.6(a) and the provisions of agreement contained in this Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase of Receivables pursuant to this Section 4.7; providedSection, howeverand the indemnifications described in the next paragraph. Neither the Owner Trustee, that the Servicer Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Servicer, MFN shall indemnify the Backup Servicer, the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the IssuerTrustee, the Class C Certificateholder Owner Trustee and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of covenants or representations and warranties set forth in Section 4.2 relating to modifications of the Receivables, 8.5(a) or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.78.6(b).

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Indenture Trustee or the Trust Collateral Agent Owner Trustee shall inform the other parties hereto party and the Note Indenture Trustee and the Insurer promptly, in writing, upon the discovery of (i) any breach by the ServicerServicer of its obligations under Sections 8.01, 8.05, 8.06, 8.07, 8.08 or 8.09 hereof or (ii) the Transferor, the Issuer or a Responsible Officer existence of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Servicer’s obligation to purchase a Receivable pursuant to Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.68.05(a) hereof; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the such breach shall have been cured by the last day of the second first full Collection Period following such the discovery by or notice to the Servicer of such breach, the Servicer shall on such day purchase any Receivable materially and adversely affected by such breach or which materially and adversely affects the interests of the Insurer or the Noteholders (which shall include any Receivable as to which a breach of Section 8.06 hereof has occurred); provided, that with respect to which such any breach has a material adverse effect on such Receivable or of Section 8.07(b) hereof, the interest therein Servicer may at its option, instead of repurchasing the related Receivable, deposit in the Collection Account the amount of the Issuer, loss resulting from the Noteholders lapse or the Note Insurerlack of insurance. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount with respect to such Receivable in the manner specified in Section 5.59.04 hereof. The Indenture Trustee and Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The sole remedy of the Trust Collateral AgentOwner Trustee, the IssuerTrust, the Note Insurer, the Class C Certificateholder or the Noteholders Secured Parties with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 aforementioned breaches shall be to require the Servicer to repurchase purchase Receivables pursuant to this Section 4.78.10; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives 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 third-party claims arising out of the events or facts giving rise to such breach. The Transferor No predecessor nor successor Servicer shall have no obligation to repurchase be responsible for the Receivables upon a breach acts or omissions of any other Servicer. Upon receipt of the provisions Purchase Amount and any related indemnity payments, the Indenture Trustee shall release to the Servicer or its designee the related Receivable File and shall execute and deliver all instruments of Section 4.2 relating to modifications of the Receivablestransferor assignment, or any breach of Sections 4.4without recourse, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken as are prepared by the Servicer and delivered to the Indenture Trustee and are necessary to vest in the Servicer or such designee the Issuer’s right, title and interest in the Receivable. Notwithstanding the foregoing, BVAC shall not be required to remit the Purchase Amount in the manner specified in this Section 8.10 with respect to any Receivable repurchased or subject to repurchase by BVAC pursuant to Section 8.08 hereof for the reasons specified in Section 8.08 hereof. Notwithstanding the foregoing, if Back-up Servicer shall have become the Servicer, it will not be so obligated to purchase any Receivables or make any payment pursuant to this Section 4.78.10, and Back-up Servicer, as successor Servicer’s only obligation in connection therewith shall be to make the indemnity in Section 13.02 hereof.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Issuer, the Custodian or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. For purposes of this Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to receive Simple Interest Excess with respect to the related Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Insurer or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.74.

Purchase of Receivables Upon Breach. The Servicer, the TransferorDepositor, the Issuer or the Trust Collateral Agent Indenture Trustee shall inform the other parties hereto to this Agreement and the Note Insurer Agent promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables6.01(c), 6.02, 6.03, 6.04, 6.14 or any breach of Sections 4.4, 4.5 or 4.67.01 hereof; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second first full Collection Period following such discovery actual knowledge or receipt of notice by or notice to an Authorized Officer of the Servicer of such breachServicer, the Servicer shall purchase as of the Payment Date (if not earlier) relating to the respective Collection Period any Receivable with respect that is materially and adversely affected by such breach or which materially and adversely affects the interests of any Noteholder (which shall include any Receivable as to which such a breach of Section 6.02 has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insureroccurred). In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount Repurchase Price in the manner specified in Section 5.53.03(a) hereof. The Indenture Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The purchase obligation set forth in this Section shall, except as provided below, be the sole remedy of the Trust Collateral AgentIndenture Trustee, the Issuer, the Note Insurer, the Class C Certificateholder or Issuer and the Noteholders with respect to a breach any of the provisions of Section 4.2 relating to modifications of aforementioned breaches by the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7applicable Servicer; provided, however, that the Servicer shall indemnify the Trust Collateral AgentIssuer, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Backup Servicer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor No predecessor or successor Servicer shall have no obligation to repurchase be responsible for the Receivables upon a breach acts or omissions of such predecessor or successor Servicer. Upon receipt of the provisions Repurchase Price and any related indemnity payments, the Indenture Trustee shall execute and deliver all instruments of Section 4.2 relating to modifications of the Receivablestransfer or assignment, or any breach of Sections 4.4without recourse, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken as are prepared by the Servicer and delivered to the Indenture Trustee and are necessary to vest in the Servicer or such designee the Issuer’s right, title and interest in the Receivable. Indemnification by the Servicer under this Section 6.15 shall survive the termination of this Agreement (or, in the case of indemnification of the Indenture Trustee or the Backup Servicer, shall survive the resignation or removal of the Indenture Trustee or Backup Servicer, respectively). If the Servicer fails to repurchase any Receivable or make any indemnity payment which it is so required to acquire or make pursuant to this Section 4.7by the date specified, the Indenture Trustee shall be obligated promptly to notify the Contributor and the Agent of such failure, and the Contributor shall be obligated to purchase the Receivable or make such payment within five (5) Business Days following such notification and to deposit the Repurchase Price into the Collection Account or make such payment.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.up

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Issuer, the Custodian or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. For purposes of this Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to receive Simple Interest Excess with respect to the related Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Insurer or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; providedPROVIDED, howeverHOWEVER, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.74.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent Servicer shall inform the other parties hereto Owner Trustee and the Note Insurer Indenture Trustee promptly, in writing, upon the discovery actual knowledge of one of its officers of, and the Owner Trustee shall inform the Servicer and the Indenture Trustee promptly, in writing, upon the actual knowledge of one of its Trust Officers of, any breach pursuant to Section 4.06 or 4.07 that materially and adversely affects the interests of the Issuer in a Receivable, or if an extension, rescheduling or modification of a Receivable is made by the ServicerServicer as described in Section 4.02 and the Servicer does not elect to make Advances to cover resulting reductions in interest accruals as provided in Section 4.02, the Transferor, party discovering such event shall give prompt written notice to the Issuer or a Responsible Officer others. As of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such discovery by event (or, at the Servicer's election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice to the Servicer of such breach), the Servicer shall, unless such event shall purchase any Receivable with respect to which have been cured in all material respects or such breach modification has a material adverse effect on such Receivable been rescinded or the interest therein of Servicer has elected to and does make all required Advances, purchase from the Issuer, the Noteholders or the Note InsurerIssuer such Receivable. In consideration of the purchase of any such Receivable, on the Business Day immediately preceding the related Payment Date the Servicer shall remit the Administrative Purchase Amount Payment to the Collection Account in the manner specified in Section 5.55.05, and shall be entitled to receive the Released Administrative Amount. The Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. Except as otherwise provided in Section 7.02, the sole remedy of the Trust Collateral AgentOwner Trustee, the Issuer, the Note Insurer, Indenture Trustee or any Securityholders against the Class C Certificateholder or the Noteholders Servicer with respect to a breach of the provisions of pursuant to Section 4.2 relating to modifications of the Receivables 4.02, 4.06 or any breach of Sections 4.4, 4.5 or 4.6 4.07 shall be to require the Servicer to repurchase purchase the related Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breachSection. The Transferor Owner Trustee shall have no obligation duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer Receivable pursuant to this Section. In connection with such repurchase, the Owner Trustee and Indenture Trustee shall take all steps necessary to effect a transfer of such Receivable to the Servicer as set forth in Section 4.79.01(d).

Purchase of Receivables Upon Breach. The Servicer, the Transferor, or the Issuer or the Trust Collateral Agent shall inform the other parties hereto [and the Note Insurer Insurer] promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the CustodianIssuer, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders [or the Note Insurer]. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. For purposes of this Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to receive Simple Interest Excess with respect to the related Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, [the Note Insurer, the Class C Certificateholder ] or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, [the Note Insurer], the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.74.

Purchase of Receivables Upon Breach. [The Depositor, the Servicer, the Transferor, Trustee and the Issuer or the Trust Collateral Agent Certificate Insurer shall inform the other parties hereto and the Note Insurer Servicer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of pursuant to Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder5.12(c). Unless the breach shall have been cured by the last day of the second Collection Period within [60] days following such discovery thereof by or notice to the Servicer or the receipt by the Servicer of written notice of such breach, the Servicer shall be obligated to purchase any Receivable Mortgage Loan in which the interests of the Certificateholders or the Certificate Insurer are materially and adversely affected by such breach as of the first day succeeding the end of such [60] day period that is the last day of a Due Period. In the event of any such repurchase pursuant to this Section, a REMIC Opinion shall be required to be delivered by the Servicer. Any required purchase or substitution, if delayed by the absence of such opinion, shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to which the Mortgage Loan or (ii) the delivery of such breach has opinion. In the event that any such repurchase results in a material adverse effect on such Receivable or "prohibited transaction," the Trustee shall immediately notify the Servicer in writing thereof and the Servicer shall, within 10 days of receiving notice thereof from the Trustee, deposit the amount due from the Trust Fund with the Trustee for the payment thereof, including any interest therein of the Issuerand penalties, the Noteholders or the Note Insurerin immediately available funds. In consideration of the purchase of any such ReceivableMortgage Loan pursuant to the preceding sentence, the Servicer shall remit the Loan Purchase Amount in Price to the manner specified in Section 5.5Collection Account. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Trustee or the Noteholders Certificateholders with respect to such a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables purchase Mortgage Loans pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders indemnity provided in Section 10.01(g) and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breachSection 10.03 hereof. The Transferor Trustee shall have no obligation duty to repurchase conduct any affirmative investigation as to the Receivables upon a breach occurrence of any condition requiring the provisions purchase of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer Mortgage Loan pursuant to this Section 4.7Section.]

Purchase of Receivables Upon Breach. The (a) Each of the Depositor, the Servicer, the Transferor, Issuer and the Issuer or the Trust Collateral Agent Indenture Trustee shall inform the other parties hereto and the Note Insurer to this Agreement promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, it of any breach of Section 3.4 or 3.5 which materially and adversely affects the provisions of Section 4.2 relating to modifications interest of the Receivables, or Issuer in any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunderReceivable. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or written notice to the Servicer Indenture Trustee of such breach, the Servicer shall purchase repurchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the interest of the Issuer in which is materially and adversely affected by such breach as of such last day (or, at the Servicer’s option, the last day of the first Collection Period following the discovery). The Servicer shall remit the related Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3), in the manner specified in Section 5.54.4. (b) Each of the Depositor, the Servicer and the Issuer shall inform the other parties to this Agreement promptly, in writing, upon the discovery by it of any action with respect to a Receivable which results in a requirement by Ford Credit, Huntington or OSB to repurchase the Receivable. Upon its receipt of notice as described in the preceding sentence, the Indenture Trustee shall notify (or shall cause notice to be delivered to) Ford Credit, Huntington or OSB, as the case may be, of such repurchase requirement and, unless the action requiring the repurchase shall have been cured within the cure period specified in the applicable Originator Agreement, the Indenture Trustee shall enforce (or cause the Depositor to enforce) the obligation of Ford Credit, Huntington or OSB, as the case may be, to repurchase such Receivable. The Servicer shall cause the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) from such purchase to be remitted in the manner specified in Section 4.4. (c) The sole remedy of the Trust Collateral Agent, the Issuer, the Note InsurerOwner Trustee, the Class C Certificateholder Indenture Trustee, the Noteholders or the Noteholders Certificateholders with respect to a breach of Section 3.4 or 3.5 shall be the provisions of Section 4.2 relating to modifications repurchase of the related Receivables pursuant to Section 3.6(a) or (b), as applicable. (d) Neither the Owner Trustee nor the Indenture Trustee shall have any breach duty to conduct an affirmative investigation as to the occurrence of Sections 4.4, 4.5 or 4.6 shall be to require any condition requiring the Servicer to repurchase Receivables of any Receivable pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against 3.6. (e) With respect to all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer purchased pursuant to this Section 4.73.6, the Issuer shall assign to the Servicer, without recourse, representation or warranty, all of the Issuer’s right, title and interest in and to such Receivables and all security and documents relating thereto.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Servicer or the Trust Collateral Agent Owner Trustee shall inform the other parties hereto party and the Note Insurer Indenture Trustee and the Depositor promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Servicer’s obligations under Section 4.2 relating to modifications of the Receivables4.02, 4.05 or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder4.06. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to (or, at the Servicer Servicer’s election, the last day of such breachthe first following Collection Period), the Servicer shall purchase from the Trust any Receivable materially and adversely affected by such breach as of such last day; provided, that, with respect to any Federally Documented Boat for which either (i) an Assignment of Preferred Mortgage to the extent necessary to evidence the assignment of the security interest in such breach Federally Documented Boat to the Boat Mortgage Trustee or (ii) a Preferred Mortgage in such Federally Documented Boat in favor of the Boat Mortgage Trustee, as applicable, has a material adverse effect not been filed with the Coast Guard as contemplated by Section 4.05, the Servicer shall, on such the first Business Day following the 90th day after the Closing Date, purchase the related Receivable or from the interest therein Trust, with the Purchase Amount thereof to be calculated as of the last day of the related Collection Period. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture Trustee, the Noteholders or the Note InsurerResidual Interestholder in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable from the Trust as of the close of business on the last day of such Collection Period. In consideration of the purchase of any such ReceivableReceivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.55.05. The Subject to Section 7.02, the sole remedy of the Trust Collateral Agent, the Issuer, the Note InsurerOwner Trustee, the Class C Certificateholder Indenture Trustee, the Noteholders or the Noteholders Residual Interestholder with respect to a breach of the provisions of pursuant to Section 4.2 relating to modifications of the Receivables 4.02, 4.05 or any breach of Sections 4.4, 4.5 or 4.6 4.06 shall be to require the Servicer to repurchase purchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, Section. The Owner Trustee and the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor Trustee shall have no obligation duty to repurchase conduct any affirmative investigation as to the Receivables upon a breach occurrence of any condition requiring the provisions purchase of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer Receivable pursuant to this Section 4.7Section. The Servicer shall notify each of the Rating Agencies upon filing the Assignments Preferred Mortgages, if any, with the Coast Guard.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Issuer, the Custodian or the Trust Collateral Agent shall inform the other parties hereto [and the Note Insurer Insurer] promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders [or the Note Insurer]. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. For purposes of this Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to receive Simple Interest Excess with respect to the related Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, [the Note Insurer, the Class C Certificateholder ] or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, [the Collateral Agent], the Back-up Servicer, the Custodian, the Transferor, [the Note Insurer], the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.74.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto hereto, the Demand Note Provider and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders Noteholders, the Demand Note Provider or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Demand Note Provider or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the IssuerDemand Note Provider, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.74.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the Upon discovery by the Servicer, the Transferor, the Issuer or notice to a Responsible Officer of the Trust Collateral Agent Seller or the Custodian, as the case may be, Servicer of a breach of any breach of the provisions of covenants set forth in Section 4.2 relating 3.2, 3.3, 3.4 or 3.5 with respect to modifications any Receivable which materially and adversely affects the interests of the ReceivablesIssuer or the Noteholders in such Receivable, the party discovering such breach or any receiving written notice of such breach of Sections 4.4, 4.5 or 4.6shall give prompt written notice thereof to the other parties hereto; provided, howeverthat delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt by a Responsible Officer of written notice thereof; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach shall have been cured by materially and adversely affects the last day interests of the second Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a Receivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach, if applicable, or (b) purchase such Receivable from the Issuer, in either case on or before the Payment Date following the end of the Collection Period following such discovery by or notice to which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Issuer or the Noteholders if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the related Repurchase Price. In consideration for such purchase, the Servicer shall purchase any Receivable with respect make (or shall cause to which be made) a payment to the Issuer equal to the Repurchase Price by depositing such breach has a material adverse effect amount into the Collection Account prior to noon, New York City time, on such Receivable or date of purchase (or, if the interest therein Servicer elects, an earlier date). Upon payment of such Repurchase Price by the IssuerServicer, the Noteholders Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or the Note Insurer. In consideration of the purchase of such Receivableassignment, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agenteach case without recourse or representation, the Issuer, the Note Insurer, the Class C Certificateholder or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall as may be to require reasonably requested by the Servicer to repurchase Receivables evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee any Receivable purchased pursuant to this Section 4.7; provided, however, 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall indemnify constitute the Trust Collateral Agent, sole remedy with respect to such breach available to the Issuer and the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Depositor or the Trust Collateral Agent Trustee shall inform the other parties hereto and the Note Certificate Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer Depositor or a Responsible Officer of the Trust Collateral Agent or the CustodianTrustee, as the case may be, of any breach of the provisions of Section 4.2 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables, or any breach of Sections 4.43.4, 4.5 3.5 or 4.63.6; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the IssuerTrust, the Noteholders Certificateholders or the Note Certificate Insurer; PROVIDED, HOWEVER, notwithstanding the foregoing, the Servicer shall purchase any Receivable with respect to which any breach of clause (ii) of the last sentence of the first paragraph of Section 3.2 has occurred immediately upon discovery by or notice to the Servicer of such breach. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.54.5. For purposes of this Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to receive Simple Interest Excess with respect to the related Receivable. The sole remedy of the Trust Collateral AgentTrustee, the IssuerTrust, the Note Insurer, the Class C Certificateholder Certificate Insurer or the Noteholders Certificateholders with respect to a breach of the provisions of Section 4.2 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables or any breach of Sections 4.43.4, 4.5 3.5 or 4.6 3.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.73.7; providedPROVIDED, howeverHOWEVER, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the TransferorDepositor, the Note Certificate Insurer, the Issuer, the Class C Certificateholder Trust and the Noteholders Certificateholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor Depositor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables, or any breach of Sections 4.43.4, 4.5 3.5 or 4.63.6. The Transferor Depositor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.73.7.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Depositor or the Trust Collateral Agent Trustee shall inform the other parties hereto and the Note Certificate Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer Depositor or a Responsible Officer of the Trust Collateral Agent or the CustodianTrustee, as the case may be, of any breach of the provisions of Section 4.2 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables, or any breach of Sections 4.43.4, 4.5 3.5 or 4.63.6; providedPROVIDED, howeverHOWEVER, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the IssuerTrust, the Noteholders Certificateholders or the Note Certificate Insurer; PROVIDED, HOWEVER, notwithstanding the foregoing, the Servicer shall purchase any Receivable with respect to which any breach of clause (ii) of the last sentence of the first paragraph of Section 3.2 has occurred immediately upon discovery by or notice to the Servicer of such breach. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.54.5. For purposes of this Section, the Purchase Amount shall, whenever applicable, consist in part of a release by the Servicer of all rights to receive Simple Interest Excess with respect to the related Receivable. The sole remedy of the Trust Collateral AgentTrustee, the IssuerTrust, the Note Insurer, the Class C Certificateholder Certificate Insurer or the Noteholders Certificateholders with respect to a breach of the provisions of Section 4.2 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables or any breach of Sections 4.43.4, 4.5 3.5 or 4.6 3.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.73.7; providedPROVIDE, howeverHOWEVER, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the TransferorDepositor, the Note Certificate Insurer, the Issuer, the Class C Certificateholder Trust and the Noteholders Certificateholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor Depositor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables, or any breach of Sections 4.43.4, 4.5 3.5 or 4.63.6. The Transferor Depositor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.73.7.

Purchase of Receivables Upon Breach. The (a) Each of the Depositor, the Servicer, the Transferor, Issuer and the Issuer or the Trust Collateral Agent Indenture Trustee shall inform the other parties hereto and the Note Insurer to this Agreement promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, it of any breach of Section 3.4 or 3.5 which materially and adversely affects the provisions of Section 4.2 relating to modifications interest of the Receivables, or Issuer in any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunderReceivable. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or written notice to the Servicer Indenture Trustee of such breach, the Servicer shall purchase repurchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the interest of the Issuer in which is materially and adversely affected by such breach as of such last day (or, at the Servicer's option, the last day of the first Collection Period following the discovery). The Servicer shall remit the related Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3), in the manner specified in Section 5.54.4. (b) Each of the Depositor, the Servicer and the Issuer shall inform the other parties to this Agreement promptly, in writing, upon the discovery by it of any action with respect to a Receivable which results in a requirement by a Receivables Servicer to repurchase the Receivable. Upon its receipt of notice as described in the preceding sentence, the Indenture Trustee shall notify (or shall cause notice to be delivered to) Ford Credit or Huntington, as the case may be, of such repurchase requirement and, unless the action requiring the repurchase shall have been cured within the cure period specified in the applicable Originator Agreement, the Indenture Trustee shall enforce the obligation of Ford Credit or Huntington, as the case may be, to repurchase such Receivable. The Servicer shall cause the Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) from such purchase to be remitted in the manner specified in Section 4.4. (c) The sole remedy of the Trust Collateral Agent, the Issuer, the Note InsurerOwner Trustee, the Class C Certificateholder Indenture Trustee, the Noteholders or the Noteholders Certificateholders with respect to a breach of Section 3.4 or 3.5 shall be the provisions of Section 4.2 relating to modifications repurchase of the related Receivables pursuant to Section 3.6(a) or (b), as applicable. (d) Neither the Owner Trustee nor the Indenture Trustee shall have any breach duty to conduct an affirmative investigation as to the occurrence of Sections 4.4, 4.5 or 4.6 shall be to require any condition requiring the Servicer to repurchase Receivables of any Receivable pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against 3.6. (e) With respect to all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer purchased pursuant to this Section 4.73.6, the Issuer shall assign to the Servicer, without recourse, representation or warranty, all of the Issuer's right, title and interest in and to such Receivables and all security and documents relating thereto.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Certificateholders or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Certificateholders and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall purchase any Receivable with respect to which such breach has a material adverse effect on such Receivable or the interest therein of the Issuer, the Noteholders or the Note Insurer. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.and

Purchase of Receivables Upon Breach. The ServicerSeller, the Transferor, the Issuer or the Trust Collateral Agent shall inform the other parties hereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the TransferorInsurer, the Issuer or a Responsible Officer of the Trust Collateral Agent or the CustodianOwner Trustee, as the case may be, shall provide to the other parties to this Agreement, promptly, notice in writing, upon the discovery of any breach of the provisions of Section 4.2 relating Servicer's representations and warranties and covenants made pursuant to modifications of the Receivablessections 4.5(a) or 4.6(a); PROVIDED, or any breach of Sections 4.4, 4.5 or 4.6; provided, howeverHOWEVER, that the failure to give any such notice shall not affect derogate from any obligation of the Servicer hereunderhereunder or the Seller to repurchase any Receivable. Unless With respect to the breach of any of the Servicer's representations and warranties and covenants pursuant to Section 4.5(a) and Section 4.6(a), unless the breach shall have been cured by the last day of the second Collection Period first full calendar month following such the discovery by or notice to the Servicer of such the breach, the Servicer shall have an obligation, to purchase or repurchase any Receivable with respect to in which such breach has a material adverse effect on such Receivable the interests of the Noteholders, the Issuer or the interest therein Insurer are materially and adversely affected by the breach. The Trust Collateral Agent shall notify the other parties hereto promptly, in writing, of any failure by the Issuer, the Noteholders or the Note InsurerServicer to so repurchase any Receivable. In consideration of the purchase of such Receivablethe Receivable hereunder, the Servicer shall remit the Purchase Amount to the Collection Account on the date of such repurchase in the manner specified in Section 5.55.6. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Issuer, the Note Insurer, the Class C Certificateholder Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 4.5(a) and Section 4.6(a) and the provisions of agreement contained in this Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase of Receivables pursuant to this Section 4.7; providedSection. Neither the Owner Trustee, howeverthe Trust Collateral Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Servicer, that the Servicer MFN shall indemnify the Backup Servicer, the Designated Backup Subservicer, the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Insurer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of covenants or representations and warranties set forth in Section 4.2 relating to modifications of the Receivables, 8.5(a) or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.78.6(b).

Purchase of Receivables Upon Breach. The Servicer, the Transferor, Servicer or the Issuer or the Trust Collateral Agent shall inform the other parties hereto party and the Note Insurer Indenture Trustee promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery by or notice to the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and adversely affect any Receivable. If the breach materially and adversely affects the interests of the Securityholders in such breachReceivable, then the Servicer shall purchase any Receivable with respect to which either (a) correct or cure such breach has a material adverse effect on or (b) repurchase such Receivable or the interest therein of from the Issuer, in either case on or before the Noteholders Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the Note Insurerability of the Issuer to receive and retain timely payment in full on such Receivable. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount Repurchase Payment in the manner specified in Section 5.55.05. Upon payment of such Repurchase Payment by the Servicer, 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 requested of it to vest in the Servicer or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. 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 4.06. The sole remedy of the Trust Collateral AgentIndenture Trustee, the IssuerOwner Trustee, the Note Insurer, Issuer [or][,] the Class C Certificateholder Securityholders [or the Noteholders [Swap Counterparty][Cap Provider]] against the Servicer with respect to a breach by the Servicer of the provisions of Section 4.2 relating to modifications of the Receivables its obligations under Sections 4.01(a) or any breach of Sections 4.4, 4.5 or 4.6 4.05 shall be to require the Servicer to repurchase purchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back4.06. 33 (NAROT 20[ ]-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder [ ] Sale and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.Servicing Agreement)

Purchase of Receivables Upon Breach. The Servicer, the Transferor, the Issuer Indenture Trustee or the Trust Collateral Agent Owner Trustee shall inform the other parties hereto party and the Note Indenture Trustee and the Insurer promptly, in writing, upon the discovery of (i) any breach by the ServicerServicer of its obligations under Sections 8.01, 8.05, 8.06, 8.07, 8.08 or 8.09 or (ii) the Transferor, the Issuer or a Responsible Officer existence of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Servicer's obligation to purchase a Receivable pursuant to Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.68.05(a); provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the such breach shall have been cured by the last day of the second first full Collection Period following such the discovery by or notice to the Servicer of such breach, the Servicer shall on such day purchase any Receivable materially and adversely affected by such breach or which materially and adversely affects the interests of the Insurer or the Noteholders (which shall include any Receivable as to which a breach of Section 8.06 has occurred); provided, that with respect to which such any breach has a material adverse effect on such Receivable or of Section 8.07(b), the interest therein Servicer may at its option, instead of repurchasing TRUST AND SERVICING AGREEMENT 42 the related Receivable, deposit in the Collection Account the amount of the Issuer, loss resulting from the Noteholders lapse or the Note Insurerlack of insurance. In consideration of the purchase of such Receivable, the Servicer shall remit the Purchase Amount with respect to such Receivable in the manner specified in Section 5.59.04. Notwithstanding the foregoing, if SST shall have become the Servicer, it will not be so obligated to purchase such nonconforming Receivables. SST's only obligation to the Trust shall be to make the indemnity in Section 13.02 hereof. The Indenture Trustee and Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The sole remedy of the Trust Collateral AgentOwner Trustee, the IssuerTrust, the Note Insurer, the Class C Certificateholder or the Noteholders Secured Parties with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 aforementioned breaches shall be to require the Servicer to repurchase purchase Receivables pursuant to this Section 4.78.10; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder Issuer and the Noteholders and each of their respective officers, employees, directors, agents and representatives 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 third-party claims arising out of the events or facts giving rise to such breach. The Transferor No predecessor nor successor Servicer shall have no obligation to repurchase be responsible for the Receivables upon a breach acts or omissions of any other Servicer. Upon receipt of the provisions Purchase Amount and any related indemnity payments, the Indenture Trustee shall release to the Servicer or its designee the related Receivable File and shall execute and deliver all instruments of Section 4.2 relating to modifications of the Receivablestransferor assignment, or any breach of Sections 4.4without recourse, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken as are prepared by the Servicer and delivered to the Indenture Trustee and are necessary to vest in the Servicer or such designee the Issuer's right, title and interest in the Receivable. Notwithstanding the foregoing, BVAC shall not be required to remit the Purchase Amount in the manner specified in this Section 8.10 with respect to any Receivable repurchased or subject to repurchase by BVAC pursuant to this Section 4.78.08 for the reasons specified in Section 8.08.