Common use of Purchase of Receivables Upon Breach Clause in Contracts

Purchase of Receivables Upon Breach. The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach pursuant to Section 4.02, 4.05 or 4.06. Unless the breach shall have been cured by the last day of the Collection Period following such discovery, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor or the Trust in and to such Receivable. 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 Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof. The 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.

Purchase of Receivables Upon Breach. The Servicer Servicer, the Transferor, the Indenture Trustee or the Owner Trustee shall inform each of the other party and the Indenture Trustee and the Depositor parties promptly, in writing, upon the discovery of (i) any breach by the Servicer of its obligations under Sections 8.01, 8.05, 8.06, 8.07, 8.08 or 8.09 hereof or (ii) the existence of the Servicer's obligation to purchase a Receivable pursuant to Section 4.028.05(a) hereof; provided, 4.05 or 4.06however, 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 first full Collection Period following the discovery or notice of such discoverybreach, the Servicer shall on such day purchase as of such last day any Receivable with respect to which materially and adversely affected by such breach had occurred if such breach has a material or which materially and adverse effect on adversely affects the interests of the Depositor Noteholders, the Residual Interest Holders or the Trust in and to such Receivable. 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 Certificateholders or the Noteholders in (which shall include any Receivable or as otherwise provided in to which a breach of Section 4.028.06 hereof has occurred); provided, that with respect to any breach of Section 8.07(b) hereof, the Servicer shall purchase such Receivable as may at its option, instead of repurchasing the related Receivable, deposit in the Collection Account the amount of the last day loss resulting from the lapse or lack of such Collection Periodinsurance. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount with respect to such Receivable in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof9.04 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 Owner Trustee, the Trust, or the Secured Parties with respect to the aforementioned breaches shall be to require the Servicer to purchase Receivables pursuant to this Section 8.10; provided, however, that the Servicer shall indemnify, the Issuer, the Indenture Trustee, the Noteholders, the Residual Interest Holders and the 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. No predecessor or successor Servicer shall be responsible for the acts or omissions of any other Servicer. Upon receipt of the 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 transferor assignment, without recourse, 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 8.10, 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 or shall inform the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor 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 4.02, 4.05 4.06 or 4.06. Unless the breach shall have been cured by the last day of the Collection Period following such discovery, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material 4.07 that materially and adverse effect on adversely affects the interests of the Depositor Issuer in a Receivable, or the Trust in and to such Receivable. If if an extension, rescheduling or modification of a Receivable is made by the Servicer takes any action during any Collection Period pursuant to as described in Section 4.02 that impairs and the rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders Servicer does not elect to make Advances to cover resulting reductions in any Receivable or interest accruals as otherwise provided in Section 4.02, the Servicer party discovering such event shall purchase such Receivable as give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such event (or, at the Servicer's election, the last day of the first Collection PeriodPeriod following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such event shall have been cured in all material respects or such modification has been rescinded or the Servicer has elected to and does make all required Advances, purchase from the Issuer such Receivable. In consideration of the purchase of any such Receivable pursuant to either of Receivable, on the two Business Day immediately preceding sentences, the related Payment Date the Servicer shall remit the Administrative Purchase Amount Payment to the Collection Account in the manner specified in Section 5.045.05, and shall be entitled to receive the Released Administrative Amount. Subject 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 Issuer, the Owner Trustee, the Indenture TrusteeIssuer, the Certificateholders Indenture Trustee or any Securityholders against the Noteholders Servicer with respect to a breach pursuant to Section 4.02, 4.05 4.06 or 4.06 4.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof. The 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. 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 9.01(d).

Purchase of Receivables Upon Breach. The Servicer or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach pursuant to of the Servicer’s obligations under Section 4.02, 4.05 or 4.06. Unless the breach shall have been cured by the last day of the second Collection Period following such discoverydiscovery (or, at the Servicer’s election, the last day of the 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 any Receivable 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 had occurred if Federally Documented Boat to the Boat Mortgage Trustee or (ii) a Preferred Mortgage in such breach Federally Documented Boat in favor of the Boat Mortgage Trustee, as applicable, has a material and adverse effect not been filed with the Coast Guard as contemplated by Section 4.05, the Servicer shall, on the interests first Business Day following the 90th day after the Closing Date, purchase the related Receivable from the Trust, with the Purchase Amount thereof to be calculated as of the Depositor or last day of the Trust in and to such Receivablerelated 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 Certificateholders Noteholders or the Noteholders Residual 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 Receivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.05. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders Noteholders or the Noteholders Residual Interestholder with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof. The Owner Trustee and the Indenture Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section. 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 Servicer, the Transferor, the Issuer, the Custodian or the Owner Trustee Trust Collateral Agent shall inform the other party parties hereto and the Indenture Trustee and the Depositor 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 pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables, 4.05 or 4.06any 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor such Receivable or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights interest therein of the Issuer, the Indenture Trustee, the Certificateholders Noteholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodNote Insurer. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.5. Subject to Section 7.02For 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 Owner Trustee, the Indenture Trustee, the Certificateholders Note Insurer or the Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables or any breach of Sections 4.4, 4.05 4.5 or 4.06 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment 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 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 Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereofbreach. The Owner Trustee Transferor shall have no duty obligation to conduct repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any affirmative investigation as 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 occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. The Servicer Servicer, the Transferor, the Issuer or the Owner Trustee Trust Collateral Agent shall inform the other party parties to this Agreement and the Indenture Trustee and the Depositor Note Insurer promptly, in writing, upon the discovery of any breach pursuant of Section 4.01, 4.05, 4.06, 4.07, 4.08 or 4.09 hereof; provided, however, that the failure to Section 4.02, 4.05 or 4.06give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the first full Collection Period following such discoveryactual knowledge or receipt of notice by an Authorized Officer of the Servicer, the Servicer shall purchase as of such last day the Business Day preceding the Determination Date relating to the respective Collection Period any Receivable with respect to which that is materially and adversely affected by such breach had occurred if such breach has a material or which materially and adverse effect on adversely affects the interests of the Depositor or 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 nonconforming Receivables. __________'s only obligation to the Trust in and shall be to such Receivable. If make 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 Certificateholders or the Noteholders in any Receivable or as otherwise provided indemnity in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period7.03 hereof. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof5.05. The Owner Trustee 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 and the Noteholders with respect to any of the aforementioned breaches by the applicable Servicer; provided, however, that the Servicer shall indemnify the Note Insurer, the 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. No predecessor nor successor Servicer shall be responsible for the acts or omissions of such Servicer. Upon receipt of the 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 transfer or assignment, without recourse, as are prepared by the Servicer and delivered to the 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 Servicer or the Owner Trustee shall inform the other Upon discovery by any party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery hereto of a breach of any breach pursuant to Section 4.02, 4.05 or 4.06. Unless the breach shall have been cured by the last day of the Collection Period following such discoveryobligations set forth in Section 3.2, the Servicer shall purchase as of such last day any Receivable with respect to 3.3, 3.4 or 3.5 which such breach had occurred if such breach has a material materially and adverse effect on adversely affects the interests of the Depositor or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture TrusteeNote Insurer or the Noteholders, the Certificateholders party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6. If the Servicer does not correct or cure such breach prior to 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 any such breach which materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in any Receivable or as otherwise provided in Section 4.02Receivable, then the Servicer shall purchase any Receivable affected by such Receivable as of breach from the last day Issuer on the Payment Date following the end of such Collection Period. Any such purchase by the Servicer shall be at a price equal to the Repurchase Price. In consideration of the purchase of any for such Receivable pursuant to either of the two preceding sentencesrepurchase, 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 5.04Servicer or its designee any Receivable repurchased pursuant hereto, together with the other related Transferred Assets. Subject It is understood and agreed that the obligation of the Servicer to Section 7.02, purchase any Receivable as described above shall constitute the sole remedy of respecting such breach available to the Issuer, the Note Insurer, the Swap Counterparty and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer, the Note Insurer, the Owner Trustee, the Indenture Trustee, the Certificateholders or Trustee and the Noteholders with respect from and 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 a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables such breach. The indemnification provided pursuant to this Section. Upon payment section will survive the removal or resignation of such Purchase Amountthe Servicer, NAL shall have all rightthe Note Insurer, title the Swap Counterparty and interest in such Purchased Receivable and all proceeds thereof. The Owner Trustee shall have no duty to conduct any affirmative investigation as to /or the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionIndenture Trustee.

Purchase of Receivables Upon Breach. The Servicer Servicer, the Depositor, the Issuer or the Owner Indenture Trustee shall inform the other party parties to this Agreement and the Indenture Trustee and the Depositor Agent promptly, in writing, upon the discovery of any breach pursuant of Section 6.01, 6.02, 6.03, 6.04, 6.11, 6.14 or 7.01 hereof; provided, however, that the failure to Section 4.02, 4.05 or 4.06give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the first full Collection Period following such discoveryactual knowledge or receipt of notice by an Authorized Officer of the Servicer, the Servicer shall purchase as of such last day the Business Day preceding the Determination Date relating to the respective Collection Period any Receivable with respect to which that is materially and adversely affected by such breach had occurred if such breach has a material or which materially and adverse effect on adversely affects the interests of the Depositor or the Trust in and to such Receivable. 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 Certificateholders or the Noteholders in Noteholder (which shall include any Receivable or as otherwise provided in to which a breach of Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period6.02 has occurred). In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount Repurchase Price in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof3.03(a) hereof. The Owner 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 Indenture Trustee, the Issuer and the Noteholders with respect to any of the aforementioned breaches by the applicable Servicer; provided, however, that the Servicer shall indemnify the Issuer, the Indenture Trustee, the 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. No predecessor or successor Servicer shall be responsible for the acts or omissions of such predecessor or successor Servicer. Upon receipt of the Repurchase Price and any related indemnity payments, the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, 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 by 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 or the Owner Trustee Issuer shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach pursuant to by the Servicer of its obligations under Section 4.02, 4.01(a) or 4.05 or 4.06that would materially and adversely affect any Receivable. Unless If the breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Servicer shall have been cured by either (a) correct or cure such breach or (b) repurchase such Receivable from the last day Issuer, in either case on or before the Distribution Date following the end of the Collection Period following such discoverywhich includes the 60th day (or, if the Servicer shall purchase as elects, an earlier date) after the date that the Servicer became aware or was notified of such last day any Receivable with respect to which breach. Any such breach had occurred if such breach has or failure will be deemed not to have a material and adverse effect on if such breach or failure does not affect the interests ability of the Depositor or the Trust Issuer to receive and retain timely payment in and to full on such Receivable. 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 Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount Repurchase Payment in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section5.05. Upon payment of such Purchase AmountRepurchase Payment by the Servicer, NAL the Issuer and the Indenture Trustee shall have all rightrelease and shall execute and deliver such instruments of release, title and interest transfer or assignment, in such Purchased each case without recourse or representation, as shall be reasonably requested of it to vest in the Servicer or its designee any Receivable and all proceeds thereofany related Purchased Assets repurchased pursuant hereto. The Neither the Owner Trustee shall nor the Indenture Trustee will have no any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.Section 4.06. The sole remedy of the Indenture Trustee, the Owner Trustee, the Issuer [or][,] the Securityholders [or the [Swap Counterparty][Cap Provider]] against the Servicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06. 33 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

Purchase of Receivables Upon Breach. The Servicer Servicer, the Transferor, the Indenture Trustee or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor Insurer promptly, in writing, upon the discovery of (i) any breach by the Servicer of its obligations under Sections 8.01, 8.05, 8.06, 8.07, 8.08 or 8.09 or (ii) the existence of the Servicer's obligation to purchase a Receivable pursuant to Section 4.028.05(a); provided, 4.05 or 4.06however, 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 first full Collection Period following the discovery or notice of such discoverybreach, the Servicer shall on such day purchase as of such last day any Receivable with respect to which materially and adversely affected by such breach had occurred if such breach has a material or which materially and adverse effect on adversely affects the interests of the Depositor or the Trust in and to such Receivable. 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 Certificateholders Insurer or the Noteholders in (which shall include any Receivable or as otherwise provided in to which a breach of Section 4.028.06 has occurred); provided, that with respect to any breach of Section 8.07(b), the Servicer shall purchase such Receivable as may at its option, instead of repurchasing TRUST AND SERVICING AGREEMENT 42 the related Receivable, deposit in the Collection Account the amount of the last day loss resulting from the lapse or lack of such Collection Periodinsurance. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount with respect to such Receivable in the manner specified in Section 5.049.04. Subject Notwithstanding the foregoing, if SST shall have become the Servicer, it will not be so obligated to Section 7.02, purchase such nonconforming Receivables. SST's only obligation to the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 Trust shall be to require make the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest indemnity in such Purchased Receivable and all proceeds thereofSection 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 Owner Trustee, the Trust, or the Secured Parties with respect to the aforementioned breaches shall be to require the Servicer to purchase Receivables pursuant to this Section 8.10; provided, however, that the Servicer shall indemnify the Insurer, the 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. No predecessor nor successor Servicer shall be responsible for the acts or omissions of any other Servicer. Upon receipt of the 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 transferor assignment, without recourse, 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 for the reasons specified in Section 8.08.

Purchase of Receivables Upon Breach. The Servicer Seller, the Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee Trustee, as the case may be, shall inform provide to the other party and the Indenture Trustee and the Depositor parties to this Agreement, promptly, notice in writing, upon the discovery of any breach of the Servicer's representations and warranties and covenants made pursuant to sections 4.5(a) or 4.6(a); PROVIDED, HOWEVER, that the failure to give any such notice shall not derogate from any obligation of the Servicer hereunder or the Seller to repurchase any Receivable. With respect to the breach of any of the Servicer's representations and warranties and covenants pursuant to Section 4.024.5(a) and Section 4.6(a), 4.05 or 4.06. Unless unless the breach shall have been cured by the last day of the Collection Period first full calendar month following such discoverythe discovery by or notice to the Servicer of the breach, the Servicer shall have an obligation, to purchase as of such last day or repurchase any Receivable with respect to in which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor Noteholders, the Issuer or the Insurer are materially and adversely affected by the breach. The Trust Collateral Agent shall notify the other parties hereto promptly, in and to such Receivable. If writing, of any failure by the Servicer takes to so repurchase any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodReceivable. In consideration of the purchase of any such the Receivable pursuant to either of the two preceding sentenceshereunder, the Servicer shall remit the Purchase Amount to the Collection Account on the date of such repurchase in the manner specified in Section 5.045.6. Subject to Section 7.02, the The sole remedy remedies of the Issuer, the Owner Trustee, the Indenture Trust Collateral Agent, the Trustee, the Certificateholders Insurer or the Noteholders with respect to a breach of representations and warranties pursuant to Section 4.02, 4.05 or 4.06 4.5(a) and Section 4.6(a) and the agreement contained in this Section shall be to require the Servicer to purchase repurchase of Receivables pursuant to this Section, and the indemnifications described in the next paragraph. Upon payment of such Purchase AmountNeither the Owner Trustee, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof. The Owner the Trust Collateral Agent nor the Trustee shall have no a duty to conduct any affirmative investigation as to the occurrence of any condition 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 Collateral Agent, the Insurer, the Trustee, the Owner Trustee and the Noteholders 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 a breach of the covenants or representations and warranties set forth in Section 8.5(a) or Section 8.6(b).

Purchase of Receivables Upon Breach. The Servicer Servicer, the Depositor or the Owner Trustee shall inform the other party parties hereto and the Indenture Trustee and the Depositor Certificate Insurer promptly, in writing, upon the discovery by the Servicer, the Depositor or a Responsible Officer of the Trustee, as the case may be, of any breach pursuant of the provisions of Section 3.2 relating to Section 4.02extensions, 4.05 rebates, adjustments or 4.06other modifications of the Receivables, or any breach of Sections 3.4, 3.5 or 3.6; 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on such Receivable or the interests interest therein of the Depositor or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture TrusteeTrust, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02Certificate Insurer; PROVIDED, HOWEVER, notwithstanding the foregoing, the Servicer shall purchase such any Receivable as with respect to which any breach of clause (ii) of the last day sentence of the first paragraph of Section 3.2 has occurred immediately upon discovery by or notice to the Servicer of such Collection Periodbreach. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.044.5. Subject to Section 7.02For 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 Issuer, the Owner Trustee, the Indenture TrusteeTrust, the Certificateholders Certificate Insurer or the Noteholders Certificateholders with respect to a breach pursuant of the provisions of Section 3.2 relating to Section 4.02extensions, 4.05 rebates, adjustments or 4.06 other modifications of the Receivables or any breach of Sections 3.4, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment Section 3.7; PROVIDE, HOWEVER, that the Servicer shall indemnify the Trustee, the Back-up Servicer, the Custodian, the Depositor, the Certificate Insurer, the Trust and the 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 Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereofbreach. The Owner Trustee Depositor shall have no duty obligation to conduct repurchase the Receivables upon a breach of the provisions of Section 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables, or any affirmative investigation as breach of Sections 3.4, 3.5 or 3.6. The Depositor shall have no liability for actions taken or omitted to be taken by the occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 3.7.

Purchase of Receivables Upon Breach. The Servicer or Upon discovery by ----------------------------------- any of the Servicer, the Seller, the Depositor, the Owner Trustee shall inform the other party and Trustee, the Indenture Trustee or the Backup Servicer of a breach of any of the covenants set forth in Sections 3.07, 4.02(b), 4.05(a) or 4.06, the party discovering such breach shall give prompt written notice to the other parties and the Depositor promptlyNote Insurer; provided, in writinghowever, upon that the discovery failure to give any such notice shall not affect any obligation of any breach pursuant to the Servicer under this Section 4.02, 4.05 4.07. On or 4.06. Unless the breach shall have been cured by before the last day of the first Collection Period following such discoveryits discovery or receipt of notice of the breach of any covenant set forth in Sections 3.07, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material 4.02(b), 4.05(a) or 4.06 that materially and adverse effect on adversely affects the interests of the Depositor or the Trust in and to such Receivable. 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 Certificateholders Owner Trustee, the Certificateholders, the Noteholders or the Noteholders Note Insurer in any Receivable or as otherwise provided in Section 4.02Receivable, the Servicer shall, unless such breach shall have been cured in all material respects by such date, purchase from the Issuer the Receivable affected by such Receivable as of the last day of such Collection Periodbreach. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, 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 occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy of against the Servicer for such breach available to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require Noteholders. If the Servicer fails to purchase Receivables any Receivable which it is so required to purchase pursuant to this Section. Upon payment Agreement by the date specified, the Indenture Trustee shall promptly notify HMC of such Purchase Amount, NAL shall have all right, title and interest failure at the address set forth in such Purchased Receivable and all proceeds thereof. The 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 SectionPerformance Guaranty.

Purchase of Receivables Upon Breach. [The Servicer or Depositor, the Owner Servicer, the Trustee and the Certificate Insurer shall inform the other party and the Indenture Trustee and the Depositor Servicer promptly, in writing, upon the discovery of any breach pursuant to Section 4.02, 4.05 or 4.065.12(c). Unless the breach shall have been cured within [60] days following such discovery thereof by the Servicer or the receipt by the Servicer of written notice of such breach, the Servicer shall be obligated to purchase any 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 Collection Period following event of any such discoveryrepurchase pursuant to this Section, a REMIC Opinion shall be required to be delivered by the Servicer shall Servicer. Any required purchase as or substitution, if delayed by the absence of such last day any Receivable 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 had occurred if opinion. In the event that any such breach has repurchase results in a material "prohibited transaction," the Trustee shall immediately notify the Servicer in writing thereof and adverse effect on the interests Servicer shall, within 10 days of receiving notice thereof from the Depositor or Trustee, deposit the amount due from the Trust Fund with the Trustee for the payment thereof, including any interest and penalties, in and to such Receivable. 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 Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Periodimmediately available funds. In consideration of the purchase of any such Receivable Mortgage Loan pursuant to either of the two preceding sentencessentence, the Servicer shall remit the Loan Purchase Amount in Price to the manner specified in Section 5.04Collection Account. Subject to Section 7.02, the The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, Trustee or the Certificateholders or the Noteholders with respect to such a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables Mortgage Loans pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title Section and interest the indemnity provided in such Purchased Receivable Section 10.01(g) and all proceeds thereofSection 10.03 hereof. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable Mortgage Loan pursuant to this Section.]

Purchase of Receivables Upon Breach. The Servicer Servicer, the Depositor or the Owner Trustee shall inform the other party parties hereto and the Indenture Trustee and the Depositor Certificate Insurer promptly, in writing, upon the discovery by the Servicer, the Depositor or a Responsible Officer of the Trustee, as the case may be, of any breach pursuant of the provisions of Section 3.2 relating to Section 4.02extensions, 4.05 rebates, adjustments or 4.06other modifications of the Receivables, or any breach of Sections 3.4, 3.5 or 3.6; 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on such Receivable or the interests interest therein of the Depositor or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture TrusteeTrust, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02Certificate Insurer; PROVIDED, HOWEVER, notwithstanding the foregoing, the Servicer shall purchase such any Receivable as with respect to which any breach of clause (ii) of the last day sentence of the first paragraph of Section 3.2 has occurred immediately upon discovery by or notice to the Servicer of such Collection Periodbreach. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.044.5. Subject to Section 7.02For 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 Issuer, the Owner Trustee, the Indenture TrusteeTrust, the Certificateholders Certificate Insurer or the Noteholders Certificateholders with respect to a breach pursuant of the provisions of Section 3.2 relating to Section 4.02extensions, 4.05 rebates, adjustments or 4.06 other modifications of the Receivables or any breach of Sections 3.4, 3.5 or 3.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment Section 3.7; PROVIDED, HOWEVER, that the Servicer shall indemnify the Trustee, the Back-up Servicer, the Custodian, the Depositor, the Certificate Insurer, the Trust and the 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 Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereofbreach. The Owner Trustee Depositor shall have no duty obligation to conduct repurchase the Receivables upon a breach of the provisions of Section 3.2 relating to extensions, rebates, adjustments or other modifications of the Receivables, or any affirmative investigation as breach of Sections 3.4, 3.5 or 3.6. The Depositor shall have no liability for actions taken or omitted to be taken by the occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 3.7.

Purchase of Receivables Upon Breach. The Servicer Upon discovery by or notice to a Responsible Officer of the Seller or the Owner Trustee Servicer of a breach of any of the covenants set forth in Section 3.2, 3.3, 3.4 or 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach Sale and Servicing Agreement or receiving written notice of such breach shall inform give prompt written notice thereof to the other party parties hereto; provided, that 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 Depositor promptlyOwner 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. The Indenture Trustee need not investigate the facts stated in writinga Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, upon or if the discovery of any breach Servicer is required to purchase a Receivable pursuant to Section 4.023.2, 4.05 then the Servicer shall either (a) correct or 4.06. Unless cure such breach, if applicable, or (b) purchase such Receivable from the breach shall have been cured by Issuer, in either case on or before the last day Payment Date following the end of the Collection Period following 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 discoverybreach. 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 make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of purchase as of such last day any Receivable with respect to which such breach had occurred (or, if such breach has a material and adverse effect on the interests of the Depositor or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuerelects, the Indenture Trustee, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Sectionan earlier date). Upon payment of such Purchase AmountRepurchase Price by the Servicer, NAL shall have all right, title the Issuer and interest in such Purchased Receivable and all proceeds thereof. The Owner the Indenture Trustee shall have no duty release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Servicer to conduct any affirmative investigation as to evidence such release, transfer or assignment or more effectively vest in the occurrence of any condition requiring the repurchase of Servicer or its designee any Receivable purchased pursuant to this SectionSection 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy with respect to such breach available to the Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. The Servicer or the Owner Trustee Issuer shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach pursuant to by the Servicer of its obligations under Section 4.02, 4.01(a) or 4.05 or 4.06that would materially and adversely affect any Receivable. Unless If the breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Servicer shall have been cured by either (a) correct or cure such breach or (b) repurchase such Receivable from the last day Issuer, in either case on or before the Distribution Date following the end of the Collection Period following such discoverywhich includes the 60th day (or, if the Servicer shall purchase as elects, an earlier date) after the date that the Servicer became aware or was notified of such last day any Receivable with respect to which breach. Any such breach had occurred if such breach has or failure will be deemed not to have a material and adverse effect on if such breach or failure does not affect the interests ability of the Depositor or the Trust Issuer to receive and retain timely payment in and to full on such Receivable. 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 Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount Repurchase Payment in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section5.05. Upon payment of such Purchase AmountRepurchase Payment by the Servicer, NAL the Issuer and the Indenture Trustee shall have all rightrelease and shall execute and deliver such instruments of release, title and interest transfer or assignment, in such Purchased each case without recourse or representation, as shall be reasonably requested of it to vest in the Servicer or its designee any Receivable and all proceeds thereofany related Purchased Assets repurchased pursuant hereto. The Neither the Owner Trustee shall nor the Indenture Trustee will have no any duty to conduct any an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionSection 4.06. The sole remedy of the Indenture Trustee, the Owner Trustee, the Issuer [or][,] the Securityholders [or the [Swap Counterparty][Cap Provider]] against the Servicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

Purchase of Receivables Upon Breach. The Servicer Servicer, the Transferor, the Issuer or the Owner Trustee Trust Collateral Agent shall inform the other party parties hereto and the Indenture Trustee and the Depositor 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 pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables, 4.05 or 4.06any 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor such Receivable or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights interest therein of the Issuer, the Indenture Trustee, the Certificateholders Noteholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodNote Insurer. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.5. Subject to Section 7.02, the The sole remedy of the Trust Collateral Agent, the Issuer, the Owner TrusteeNote Insurer, the Indenture Trustee, the Certificateholders Class C Certificateholder or the Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables or any breach of Sections 4.4, 4.05 4.5 or 4.06 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment of such Purchase AmountSection 4.7; provided, NAL however, that the Servicer shall have all rightindemnify the Trust Collateral Agent, title and interest in such Purchased Receivable and all proceeds thereof. The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring Indenture Trustee, the repurchase of any Receivable pursuant to this Section.Collateral Agent, the Back-up

Purchase of Receivables Upon Breach. The Servicer or the ----------------------------------- Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery of any breach pursuant to of the Servicer's obligations under Section 4.02, 4.05 or 4.06. Unless the breach shall have been cured by the last day of the second Collection Period following such discoverydiscovery (or, at the Servicer's election, the last day of the 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 any Receivable day; provided, that, with respect to any Federally Documented Boat for which such breach had occurred if such breach an Assignment of Preferred Mortgage has a material and adverse effect not been filed with the Coast Guard as contemplated by Section 4.05, the Servicer shall, on the interests first Business Day following the 180th day after the Closing Date, purchase the related Receivable from the Trust, with the Purchase Amount thereof to be calculated as of the Depositor or last day of the Trust in and to such Receivablerelated 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 Certificateholders Noteholders or the Noteholders Residual 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 Receivable pursuant to either of the two preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.05. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders Noteholders or the Noteholders Residual Interestholder with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof. The Owner Trustee and the Indenture Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable pursuant to this Section. 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 Servicer, the Transferor, the Issuer or the Owner Trustee Trust Collateral Agent shall inform the other party parties hereto, the Demand Note Provider and the Indenture Trustee and the Depositor 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 pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables, 4.05 or 4.06any 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor such Receivable or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights interest therein of the Issuer, the Indenture TrusteeNoteholders, the Certificateholders Demand Note Provider or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodNote Insurer. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.5. Subject to Section 7.02, the The sole remedy of the Trust Collateral Agent, the Issuer, the Owner TrusteeNote Insurer, the Indenture Trustee, the Certificateholders Demand Note Provider or the Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables or any breach of Sections 4.4, 4.05 4.5 or 4.06 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment 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 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 Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereofbreach. The Owner Trustee Transferor shall have no duty obligation to conduct repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any affirmative investigation as 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 occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. The Servicer Servicer, the Transferor, the Issuer or the Owner Trustee Trust Collateral Agent shall inform the other party parties hereto and the Indenture Trustee and the Depositor 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 pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables, 4.05 or 4.06any 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor such Receivable or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights interest therein of the Issuer, the Indenture Trustee, the Certificateholders Noteholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodNote Insurer. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.5. Subject to Section 7.02, the The sole remedy of the Trust Collateral Agent, the Issuer, the Owner TrusteeNote Insurer, the Indenture Trustee, the Class C Certificateholders or the Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables or any breach of Sections 4.4, 4.05 4.5 or 4.06 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment 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 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 Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereofbreach. The Owner Trustee Transferor shall have no duty obligation to conduct repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any affirmative investigation as 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 occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. The Servicer Servicer, the Transferor, the Issuer or the Owner Trustee Trust Collateral Agent shall inform the other party parties hereto and the Indenture Trustee and the Depositor 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 pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables, 4.05 or 4.06any 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor such Receivable or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights interest therein of the Issuer, the Indenture Trustee, the Certificateholders Noteholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodNote Insurer. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.5. Subject to Section 7.02, the The sole remedy of the Trust Collateral Agent, the Issuer, the Owner TrusteeNote Insurer, the Indenture Trustee, the Certificateholders Class C Certificateholder or the Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables or any breach of Sections 4.4, 4.05 4.5 or 4.06 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment 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 such Purchase Amounttheir respective officers, NAL shall have all rightemployees, title and interest in such Purchased Receivable and all proceeds thereof. The 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.directors, agents and

Purchase of Receivables Upon Breach. The Servicer Seller, the Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee Trustee, as the case may be, shall inform provide to the other party and the Indenture Trustee and the Depositor parties to this Agreement, promptly, notice in writing, upon the discovery of any breach of the Servicer's representations and warranties and covenants made pursuant to sections 4.5(a) or 4.6(a); PROVIDED, HOWEVER, that the failure to give any such notice shall not derogate from any obligation of the Servicer hereunder or the Seller to repurchase any Receivable. With respect to the breach of any of the Servicer's representations and warranties and covenants pursuant to Section 4.024.5(a) and Section 4.6(a), 4.05 or 4.06. Unless unless the breach shall have been cured by the last day of the Collection Period first full calendar month following such discoverythe discovery by or notice to the Servicer of the breach, the Servicer shall have an obligation, to purchase as of such last day or repurchase any Receivable with respect to in which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor Noteholders, the Issuer or the Insurer are materially and adversely affected by the breach. The Trust Collateral Agent shall notify the other parties hereto promptly, in and to such Receivable. If writing, of any failure by the Servicer takes to so repurchase any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodReceivable. In consideration of the purchase of any such the Receivable pursuant to either of the two preceding sentenceshereunder, the Servicer shall remit the Purchase Amount to the Collection Account on the date of such repurchase in the manner specified in Section 5.045.6. Subject to Section 7.02, the The sole remedy of the Issuer, the Owner Trustee, the Indenture TrusteeTrust Collateral Agent, the Certificateholders Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 4.02, 4.05 or 4.06 4.5(a) and Section 4.6(a) and the agreement contained in this Section shall be to require the Servicer to purchase repurchase of Receivables pursuant to this Section. Upon payment of such Purchase AmountNeither the Owner Trustee, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof. The Owner the Trust Collateral Agent nor the Trustee shall have no a duty to conduct any affirmative investigation as to the occurrence of any condition 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 Designated Backup Subservicer, the Trust Collateral Agent, the Collateral Agent, the Insurer and the Noteholders 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 a breach of the covenants or representations and warranties set forth in Section 8.5(a) or Section 8.6(b).

Purchase of Receivables Upon Breach. The Servicer Servicer, the Transferor, or the Owner Trustee Issuer shall inform the other party parties hereto [and the Indenture Trustee and the Depositor Note Insurer] promptly, in writing, upon the discovery by the Servicer, the Transferor, or the Issuer, as the case may be, of any breach pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables, 4.05 or 4.06any 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 discoverydiscovery by or notice to the Servicer of such breach, the Servicer shall purchase as of such last day any Receivable with respect to which such breach had occurred if such breach has a material and adverse effect on the interests of the Depositor such Receivable or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights interest therein of the Issuer, the Indenture Trustee, the Certificateholders Noteholders [or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection PeriodNote Insurer]. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.045.5. Subject to Section 7.02For 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 Issuer, [the Owner Trustee, the Indenture Trustee, the Certificateholders Note Insurer] or the Noteholders with respect to a breach pursuant of the provisions of Section 4.2 relating to Section 4.02modifications of the Receivables or any breach of Sections 4.4, 4.05 4.5 or 4.06 4.6 shall be to require the Servicer to purchase repurchase Receivables pursuant to this Section. Upon payment Section 4.7; provided, however, that the Servicer shall indemnify the Indenture Trustee, the Back-up Servicer, the Transferor, [the Note Insurer], the 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 Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereofbreach. The Owner Trustee Transferor shall have no duty obligation to conduct repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any affirmative investigation as 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 occurrence of any condition requiring the repurchase of any Receivable Servicer pursuant to this SectionSection 4.7.

Purchase of Receivables Upon Breach. The Servicer Servicer, the Depositor, the Issuer or the Owner Indenture Trustee shall inform the other party parties to this Agreement and the Indenture Trustee and the Depositor Agent promptly, in writing, upon the discovery of any breach pursuant of Section 6.01(c), 6.02, 6.03, 6.04, 6.14 or 7.01 hereof; provided, however, that the failure to Section 4.02, 4.05 or 4.06give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the first full Collection Period following such discoveryactual knowledge or receipt of notice by an Authorized Officer of the Servicer, the Servicer shall purchase as of such last day the Payment Date (if not earlier) relating to the respective Collection Period any Receivable with respect to which that is materially and adversely affected by such breach had occurred if such breach has a material or which materially and adverse effect on adversely affects the interests of the Depositor or the Trust in and to such Receivable. 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 Certificateholders or the Noteholders in Noteholder (which shall include any Receivable or as otherwise provided in to which a breach of Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Period6.02 has occurred). In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount Repurchase Price in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof3.03(a) hereof. The Owner 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 Indenture Trustee, the Issuer and the Noteholders with respect to any of the aforementioned breaches by the applicable Servicer; provided, however, that the Servicer shall indemnify the Issuer, the Indenture Trustee, the 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. No predecessor or successor Servicer shall be responsible for the acts or omissions of such predecessor or successor Servicer. Upon receipt of the Repurchase Price and any related indemnity payments, the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, 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 by 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 Servicer, the Transferor, the Indenture Trustee or the Owner Trustee shall inform the other party and the Indenture Trustee and the Depositor Insurer promptly, in writing, upon the discovery of (i) any breach by the Servicer of its obligations under Sections 8.01, 8.05, 8.06, 8.07, 8.08 or 8.09 hereof or (ii) the existence of the Servicer’s obligation to purchase a Receivable pursuant to Section 4.028.05(a) hereof; provided, 4.05 or 4.06however, 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 first full Collection Period following the discovery or notice of such discoverybreach, the Servicer shall on such day purchase as of such last day any Receivable with respect to which materially and adversely affected by such breach had occurred if such breach has a material or which materially and adverse effect on adversely affects the interests of the Depositor or the Trust in and to such Receivable. 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 Certificateholders Insurer or the Noteholders in (which shall include any Receivable or as otherwise provided in to which a breach of Section 4.028.06 hereof has occurred); provided, that with respect to any breach of Section 8.07(b) hereof, the Servicer shall purchase such Receivable as may at its option, instead of repurchasing the related Receivable, deposit in the Collection Account the amount of the last day loss Trust and Servicing Agreement resulting from the lapse or lack of such Collection Periodinsurance. In consideration of the purchase of any such Receivable pursuant to either of the two preceding sentencesReceivable, the Servicer shall remit the Purchase Amount with respect to such Receivable in the manner specified in Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to this Section. Upon payment of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereof9.04 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 Owner Trustee, the Trust, or the Secured Parties with respect to the aforementioned breaches shall be to require the Servicer to purchase Receivables pursuant to this Section 8.10; provided, however, that the Servicer shall indemnify the Insurer, the 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. No predecessor nor successor Servicer shall be responsible for the acts or omissions of any other Servicer. Upon receipt of the 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 transferor assignment, without recourse, 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 8.10, 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 or the Owner Trustee shall inform the other Upon discovery by any party and the Indenture Trustee and the Depositor promptly, in writing, upon the discovery hereto of a breach of any breach pursuant to Section 4.02, 4.05 or 4.06. Unless the breach shall have been cured by the last day of the Collection Period following such discoveryobligations set forth in Section 3.2, the Servicer shall purchase as of such last day any Receivable with respect to 3.3, 3.4 or 3.5 which such breach had occurred if such breach has a material materially and adverse effect on adversely affects the interests of the Depositor or the Trust in and to such Receivable. If the Servicer takes any action during any Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture TrusteeNote Insurer, the Certificateholders Indenture Trustee or the Noteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 3.6. If the breach materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in such Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase such Receivable from the Issuer, in either case on or as otherwise provided in Section 4.02before the Payment Date following the end of the Collection Period which includes the 60th day after the date the Servicer became aware or was notified of such breach. Any such purchase by the Servicer shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Servicer, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver a Servicer Re-Assignment and Servicer Cross Receipt substantially in the forms of Exhibit I-1 and I-2, respectively, and any such other instruments of release, transfer or assignment hereto, in each case without recourse or representation, as may be reasonably requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant to this Section 3.6. It is understood and agreed that, unless the Servicer fails to purchase such any Receivable as described above, the obligation of the last day of such Collection Period. In consideration of the Servicer to purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer as described above shall remit the Purchase Amount in the manner specified in Section 5.04. Subject to Section 7.02, constitute the sole remedy of respecting such breach available to the Issuer, the Note Insurer, the Swap Counterparty and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer, the Note Insurer, the Owner Trustee, the Indenture Trustee, the Certificateholders or Trustee and the Noteholders with respect from and 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 a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables such breach. The indemnification provided pursuant to this Section. Upon payment section will survive the removal or resignation of such Purchase Amountthe Servicer, NAL shall have all rightthe Note Insurer, title the Swap Counterparty and interest in such Purchased Receivable and all proceeds thereof. The Owner Trustee shall have no duty to conduct any affirmative investigation as to /or the occurrence of any condition requiring the repurchase of any Receivable pursuant to this SectionIndenture Trustee.

Purchase of Receivables Upon Breach. The Servicer or Depositor, the Owner Servicer, the Trustee and the Certificate Insurer shall inform the other party and the Indenture Trustee and the Depositor Servicer promptly, in writing, upon the discovery of any breach pursuant to Section 4.02, 4.05 8.02(b) or 4.068.13(c). Unless the breach shall have been cured within 60 days following such discovery thereof by the Servicer or the receipt by the Servicer of written notice of such breach, the Servicer shall be obligated to purchase any 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 Collection Period following event of any such discoveryrepurchase pursuant to this Section, a REMIC Opinion shall be required to be delivered by the Servicer shall Servicer. Any required purchase as or substitution, if delayed by the absence of such last day any Receivable 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 had occurred if opinion.. In the event that any such breach has repurchase results in a material Prohibited Transaction, the Trustee shall immediately notify the Servicer in writing thereof and adverse effect on the interests Servicer shall, within 10 days of receiving notice thereof from the Depositor or Trustee, deposit the amount due from the Trust with the Trustee for the payment thereof, including any interest and penalties, in and to such Receivable. 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 Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection Periodimmediately available funds. In consideration of the purchase of any such Receivable Home Equity Loan pursuant to either of the two preceding sentencessentence, the Servicer shall remit the Loan Purchase Amount in Price to the manner specified in Section 5.04Principal and Interest Account. Subject to Section 7.02, the The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, Trustee or the Certificateholders or the Noteholders with respect to such a breach pursuant to Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables Home Equity Loans pursuant to this Section. Upon payment Section and the provisions of such Purchase Amount, NAL shall have all right, title and interest in such Purchased Receivable and all proceeds thereofSection 11.16(g). The Owner Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase purchase of any Receivable Home Equity Loan pursuant to this Section.. END OF ARTICLE VIII