Representations and Warranties of PAC as Seller. By its execution of this Agreement, PAC makes the following representations and warranties on which Paragon Auto relies in purchasing the Receivables and the Other Conveyed Property with respect thereto and in transferring the Receivables and the Other Conveyed Property with respect thereto to the Trust under the Sale and Servicing Agreement and on which the Note Insurer will rely in issuing the Policy. Unless otherwise specified, such representations and warranties speak as of the Closing Date with respect to the Initial Receivables and as of the related Subsequent Transfer Date with respect to the Subsequent Receivables, but shall survive the sale, contribution, transfer and assignment of the Receivables and the Other Conveyed Property hereunder, and the sale, transfer and assignment thereof by Paragon Auto to the Trust under the Sale and Servicing Agreement. PAC and Paragon Auto agree that Paragon Auto will assign to the Trust all of Paragon Auto's rights and interests under this Agreement and the Trust will pledge all of such interests of Paragon Auto to the Indenture Trustee, and that the Indenture Trustee will thereafter be entitled to enforce this Agreement directly against PAC in the Indenture Trustee's own name on behalf of the Noteholders.
