California Uses in Force Placed Insurance Clause

Force Placed Insurance from Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Depositor, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement, the Indenture Trustee and the Indenture Administrator promptly, in writing, upon the discovery of any breach of the Representatives or the Depositors representations and warranties made pursuant to Section 3.1. The Representative, the Depositor, the Servicer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals or Franklin SPEs representations and warranties made pursuant to Section 3.02(a) or Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Depositor so elects, the first) month following the di scovery by the Representative or the Depositor or receipt by the Representative or the Depositor of notice from any of the Representative, the Depositor, the Servicer, the Indenture Trustee, the Indenture Administrator, the Indenture Collateral Agent or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Depositor shall jointly and severally have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Depositor shall remit, or the Depositor shall cause Franklin Capital or Franklin SPE, as applicable, to remit pursuant to the Purchase A greement, to the Collection Account the Purchase Amount in the manner specified in Section 5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital or Franklin SPE, as applicable, to the Depositor to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pu rsuant to this Section. (b) Pursuant to Section 2.1 of this Agreement, the Depositor conveyed to the Trust all of the Depositors right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Depositors rights under the Purchase Agreement and the delivery requirements, the representations and warranties of Franklin Capital and Franklin SPE and the cure or repurchase obligations of Franklin Capital thereunder. The Depositor hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital and Franklin SPE under the Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee and the Indenture Trustee, as of the Cutoff Date as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or such documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of Franklin Capital in the Financed Vehicle (it being understood that (i) the original certificates of title generally are not delivered to Franklin Capital for 120 days but that promptly upon delivery they shall be delivered to the Servicer as custodian hereunder and (ii) in California, Franklin Capital participates in the California electronic lien and title system and does not receive physical documentation); and (d) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an

Force Placed Insurance from Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Depositor, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Representatives or the Depositors representations and warranties made pursuant to Section 3.1. The Representative, the Depositor, the Servicer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals or Franklin SPEs representations and warranties made pursuant to Section 3.02(a) or Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Depositor so elects, the first) month following the discovery by the Repres entative or the Depositor or receipt by the Representative or the Depositor of notice from any of the Representative, the Depositor, the Servicer, the Indenture Trustee, the Indenture Collateral Agent or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Depositor shall jointly and severally have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Depositor shall remit, or the Depositor shall cause Franklin Capital or Franklin SPE, as applicable, to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase A mount in the manner specified in Section 5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital or Franklin SPE, as applicable, to the Depositor to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Pursuant to Section 2.1 of this Agreement, the Depositor conveyed to the Trust all of the Depositors right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Depositors rights under the Purchase Agreement and the delivery requirements, the representations and warranties of Franklin Capital and Franklin SPE and the cure or repurchase obligations of Franklin Capital thereunder. The Depositor hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital and Franklin SPE under the Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as of the Cutoff Date as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or such documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of Franklin Capital in the Financed Vehicle (it being understood that (i) the original certificates of title generally are not delivered to Franklin Capital for 120 days but that promptly upon delivery they shall be delivered to the Servicer as custodian hereunder and (ii) in California, Franklin Capital participates in the California electronic lien and title system and does not receive physical documentation); and (d) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or a Financed Vehicle. provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained

Force Placed Insurance from Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Depositor, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Representatives or the Depositors representations and warranties made pursuant to Section 3.1. The Representative, the Depositor, the Servicer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals or Franklin SPEs representations and warranties made pursuant to Section 3.02(a) or Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Depositor so elects, the first) month following the discovery by the Representative or the Depositor or receipt by the Representative or the Depositor of notice from any of the Representative, the Depositor, the Servicer, the Indenture Trustee, the Indenture Collateral Agent or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Depositor shall jointly and severally have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Depositor shall remit, or the Depositor shall cause Franklin Capital or Franklin SPE, as applicable, to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase Amount in the manner specified in Section&nbs p;5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital or Franklin SPE, as applicable, to the Depositor to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Pursuant to Section 2.1 of this Agreement, the Depositor conveyed to the Trust all of the Depositors right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Depositors rights under the Purchase Agreement and the delivery requirements, the representations and warranties of Franklin Capital and Franklin SPE and the cure or repurchase obligations of Franklin Capital thereunder. The Depositor hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital and Franklin SPE under the Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as of the Cutoff Date as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or such documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of Franklin Capital in the Financed Vehicle (it being understood that (i) the original certificates of title generally are not delivered to Franklin Capital for 120 days but that promptly upon delivery they shall be delivered to the Servicer as custodian hereunder and (ii) in California, Franklin Capital participates in the California electronic lien and title system and does not receive physical documentation); and (d) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or a Financed Vehicle. provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contai

Force Placed Insurance from Form of Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Depositor, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee or the Indenture Administrator promptly, in writing, upon the discovery of any breach of the Representatives or the Depositors representations and warranties made pursuant to Section 3.1. The Representative, the Depositor, the Servicer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals or Franklin SPEs representations and warranties made pursuant to Section 3.02(a) or Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Depositor so elects, the first) month following the discovery by the Representative or t he Depositor or receipt by the Representative or the Depositor of notice from any of the Representative, the Depositor, the Servicer or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Depositor shall jointly and severally have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Depositor shall remit, or the Depositor shall cause Franklin Capital or Franklin SPE, as applicable, to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase Amount in the manner specified in Section 5.5 and the Issuer sha ll execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, or the Indenture Administrator, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital or Franklin SPE, as applicable, to the Depositor to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (a) Pursuant to Section 2.1 of this Agreement, the Depositor conveyed to the Trust all of the Depositors right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Depositors rights under the Purchase Agreement and the delivery requirements, the representations and warranties of Franklin Capital and Franklin SPE and the cure or repurchase obligations of Franklin Capital thereunder. The Depositor hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital and Franklin SPE under the Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee and the Indenture Administrator, as of the Cutoff Date as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or such documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of Franklin Capital in the Financed Vehicle (it being understood that (i) the original certificates of title generally are not delivered to Franklin Capital for [120] days but that promptly upon delivery they shall be delivered to the Servicer as custodian hereunder and (ii) in California, Franklin Capital participates in the California electronic lien and title system and does not receive physical documentation); and (d) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or a Financed Vehicle. [provided, that the Servicer may appoint

Force Placed Insurance from Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Depositor, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee or the Indenture Administrator promptly, in writing, upon the discovery of any breach of the Representatives or the Depositors representations and warranties made pursuant to Section 3.1. The Representative, the Depositor, the Servicer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals or Franklin SPEs representations and warranties made pursuant to Section 3.02(a) or Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Depositor so elects, the first) month following the discovery by the Representative or t he Depositor or receipt by the Representative or the Depositor of notice from any of the Representative, the Depositor, the Servicer or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Depositor shall jointly and severally have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Depositor shall remit, or the Depositor shall cause Franklin Capital or Franklin SPE, as applicable, to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase Amount in the manner specified in Section 5.5 and the Issuer sha ll execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee, or the Indenture Administrator, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital or Franklin SPE, as applicable, to the Depositor to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Indenture Trustee or the Indenture Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Pursuant to Section 2.1 of this Agreement, the Depositor conveyed to the Trust all of the Depositors right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Depositors rights under the Purchase Agreement and the delivery requirements, the representations and warranties of Franklin Capital and Franklin SPE and the cure or repurchase obligations of Franklin Capital thereunder. The Depositor hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital and Franklin SPE under the Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee and the Indenture Administrator, as of the Cutoff Date as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or such documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of Franklin Capital in the Financed Vehicle (it being understood that (i) the original certificates of title generally are not delivered to Franklin Capital for 120 days but that promptly upon delivery they shall be delivered to the Servicer as custodian hereunder and (ii) in California, Franklin Capital participates in the California electronic lien and title system and does not receive physical documentation); and (d) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or a Financed Vehicle. SECTION 3.4 Duties of Servicer as Custodia

Force Placed Insurance from Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Seller, the Servicer, the Security Insurer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Trustee promptly, in writing, upon the discovery of any breach of the Representatives or the Sellers representations and warranties made pursuant to Section 3.1. The Representative, the Seller, the Servicer, the Security Insurer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals representations and warranties made pursuant to Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Seller so elects, the first) month following the discovery by the Representative or the Seller or rec eipt by the Representative or the Seller of notice from any of the Representative, the Seller, the Servicer, the Security Insurer or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Seller shall jointly and severally have an obligation to repurchase (and, if necessary, the Issuer shall enforce the obligations of Franklin Capital under Section 6.02 of the Purchase Agreement) any Receivable in which the interests of the Noteholders or the Security Insurer are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Seller shall remit, or the Seller shall cause Franklin Capital to remit pursuant to the Purchase Agreement, t o the Collection Account the Purchase Amount in the manner specified in Section 5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Sellers rights under the Purchase Agreement and the delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital under the Purchase Agreement. (c) Pursuant to Section 2.2 of this Agreement, the Seller will convey to the Trust all of the Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under each Subsequent Purchase Agreement including the Sellers rights under each Subsequent Purchase Agreement and the delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that upon execution and delivery of each Subsequent Purchase Agreement, such assignment will be valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital under each Subsequent Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Trustee, as of the Initial Cutoff Date (in the case of the Initial Receivables) and as of each related Subsequent Transfer Date (in the case of Subsequent Receivables transferred on such Subsequent Transfer Date) as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or suc

Force Placed Insurance from Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Seller, the Servicer, the Security Insurer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Trustee promptly, in writing, upon the discovery of any breach of the Representatives or the Sellers representations and warranties made pursuant to Section 3.1. The Representative, the Seller, the Servicer, the Security Insurer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals representations and warranties made pursuant to Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Seller so elects, the first) month following the discovery by the Representative or the Seller or rec eipt by the Representative or the Seller of notice from any of the Representative, the Seller, the Servicer, the Security Insurer or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Seller shall jointly and severally have an obligation to repurchase (and, if necessary, the Issuer shall enforce the obligations of Franklin Capital under Section 6.02 of the Purchase Agreement) any Receivable in which the interests of the Noteholders or the Security Insurer are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Seller shall remit, or the Seller shall cause Franklin Capital to remit pursuant to the Purchase Agreement, t o the Collection Account the Purchase Amount in the manner specified in Section 5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Sellers rights under the Purchase Agreement and the delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital under the Purchase Agreement. (c) Pursuant to Section 2.2 of this Agreement, the Seller will convey to the Trust all of the Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under each Subsequent Purchase Agreement including the Sellers rights under each Subsequent Purchase Agreement and the delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that upon execution and delivery of each Subsequent Purchase Agreement, such assignment will be valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital under each Subsequent Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Trustee, as of the Initial Cutoff Date (in the case of the Initial Receivables) and as of each related Subsequent Transfer Date (in the case of Subsequent Receivables transferred on such Subsequent Transfer Date) as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or suc

Force Placed Insurance from Sale and Servicing Agreement

Force Placed Insurance. No Receivable is subject to a force placed insurance policy on the related Financed Vehicle. SECTION 3.2 Repurchase upon Breach. (a) The Representative, the Seller, the Servicer, the Security Insurer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Trustee promptly, in writing, upon the discovery of any breach of the Representatives or the Sellers representations and warranties made pursuant to Section 3.1. The Representative, the Seller, the Servicer, the Security Insurer or the Issuer, as the case may be shall inform Franklin Capital, promptly, in writing, upon the discovery of any breach of Franklin Capitals representations and warranties made pursuant to Section 3.02(b) of the Purchase Agreement. As of the last day of the second (or, if the Representative or the Seller so elects, the first) month following the discovery by the Representative or the Seller or receipt by the Repr esentative or the Seller of notice from any of the Representative, the Seller, the Servicer, the Security Insurer or the Issuer of such breach, unless such breach is cured by such date, the Representative and the Seller shall jointly and severally have an obligation to repurchase (and, if necessary, the Issuer shall enforce the obligations of Franklin Capital under Section 6.02 of the Purchase Agreement) any Receivable in which the interests of the Noteholders or the Security Insurer are materially and adversely affected by any such breach as of such date. The second month shall mean the month following the month in which discovery occurs or notice is given, and the first month shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Representative and/or the Seller shall remit, or the Seller shall cause Franklin Capital to remit pursuant to the Purchase Agreement, to the Collection Account the Purchase Amount in the manner specified in Section 5.5 and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligations of Franklin Capital to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee nor the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. (b) Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Sellers rights under the Purchase Agreement and the delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital under the Purchase Agreement. (c) Pursuant to Section 2.2 of this Agreement, the Seller will convey to the Trust all of the Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under each Subsequent Purchase Agreement including the Sellers rights under each Subsequent Purchase Agreement and the delivery requirements, the representations and warranties and the cure or repurchase obligations of Franklin Capital thereunder. The Seller hereby represents and warrants to the Trust that upon execution and delivery of each Subsequent Purchase Agreement, such assignment will be valid, enforceable and effective to permit the Trust to enforce such obligations of Franklin Capital under each Subsequent Purchase Agreement. SECTION 3.3 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Trustee, as of the Initial Cutoff Date (in the case of the Initial Receivables) and as of each related Subsequent Transfer Date (in the case of Subsequent Receivables transferred on such Subsequent Transfer Date) as pledgee of the Issuer with respect to each Receivable: (a) the original Receivable; (b) a record of the information supplied by the Obligor in the original credit application; (c) the original certificate of title or such