Common use of Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor Clause in Contracts

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying (or causing to be paid) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections 2.3 and 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to under Section 2.3 that materially and adversely affects any Receivable and such the breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such the breach, the Depositor will repurchase such the Receivable by paying (or causing to be paid) the Purchase Amount for such the Receivable to the Collection Account on the Business Day preceding prior to the Payment Date after such the Collection Period (or, with satisfaction of the Rating Agency Condition, on such the Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections 2.3 and 5.1 is (i) to require the Depositor to repurchase such the materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such the materially and adversely affected Receivable pursuant to under Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to under Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding prior Collection Period all of the Issuer’s right, title and interest in and to the Receivable repurchased by the Depositor pursuant to under Section 2.4(a) and security and documents relating to such the Receivable. Such The sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens other than Permitted Liens. Upon such the sale, the Servicer will xxxx its receivables systems to indicate that such the receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such the receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s 's option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date or Final Scheduled Payment Date, as applicable, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx mxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying as of such last day (or, at the Depositor's option, the last day of the first full Collection Period after the Responsible Person obtains actual knowledge or causing is notified of such breach) at a price equal to the Purchase Amount. The Depositor will deposit or cause to be paid) deposited into the Collection Account the Purchase Amount for such any Receivable to the Collection Account that it is repurchasing on the Business Day immediately preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is ) related to the Servicer, the Depositor may cause any Purchase Amount to be paid in accordance with Section 4.3(c)Collection Period as of which such repurchase occurs. (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring requir-ing the repurchase of any Receivable pursuant to Section 2.4(a). (c) When Upon the Depositor's payment of the Purchase Amount is included in Available Funds for a Payment Dateinto the Collection Account, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx mxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections 2.3 and 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s 's option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx mxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s 's option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date or Final Scheduled Payment Date, as applicable, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections 2.3 and 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s 's option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring requir­ing the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx mxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s 's option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring requir­ing the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying as of such last day (or, at the Depositor's option, the last day of the first full Collection Period after the Responsible Person obtains actual knowledge or causing is notified of such breach) at a price equal to the Purchase Amount. The Depositor will deposit or cause to be paid) deposited into the Collection Account the Purchase Amount for such any Receivable to the Collection Account that it is repurchasing on the Business Day immediately preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is ) related to the Servicer, the Depositor may cause any Purchase Amount to be paid in accordance with Section 4.3(c)Collection Period as of which such repurchase occurs. (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When Upon the Depositor's payment of the Purchase Amount is included in Available Funds for a Payment DateAmount, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable). Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx may mxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and Receivable, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Depositor, the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s 's option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx mxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying as of such last day (or, at the Depositor's option, the last day of the first full Collection Period after the Responsible Person obtains actual knowledge or causing is notified of such breach) at a price equal to the Purchase Amount. The Depositor will deposit or cause to be paid) deposited into the Collection Account the Purchase Amount for such any Receivable to the Collection Account that it is repurchasing on the Business Day immediately preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is ) related to the Servicer, the Depositor may cause any Purchase Amount to be paid in accordance with Section 4.3(c)Collection Period as of which such repurchase occurs. (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When Upon the Depositor's payment of the Purchase Amount is included in Available Funds for a Payment DateAmount, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable). Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx may mark its receivables systems computer records to indicate that such receivable is no longer a Receivable and longxx x Receivable, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Depositor, the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s 's option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying remitting (or causing to be paidremitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period or, if the Class A-1 Notes are not paid in full prior to their Final Scheduled Payment Date, the Business Day preceding Final Scheduled Payment Date for the Class A-1 Notes, if earlier (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date or Final Scheduled Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid remitted any in accordance with Section 4.3(c). (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When the Purchase Amount is included in Available Funds for a Payment Date or Final Scheduled Payment Date, as applicable, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor. (a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying as of such last day (or, at the Depositor's option, the last day of the first full Collection Period after the Responsible Person obtains actual knowledge or causing is notified of such breach) at a price equal to the Purchase Amount. The Depositor will deposit or cause to be paid) deposited into the Collection Account the Purchase Amount for such any Receivable to the Collection Account that it is repurchasing on the Business Day immediately preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency ConditionConfirmation, on such Payment Date). If Ford Credit is ) related to the Servicer, the Depositor may cause any Purchase Amount to be paid in accordance with Section 4.3(c)Collection Period as of which such repurchase occurs. (b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a). (c) When Upon the Depositor's payment of the Purchase Amount is included in Available Funds for a Payment Dateinto the Collection Account, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its receivables systems computer records to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Issuer or the Indenture Trustee.