Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

Repurchase of Receivables Upon Breach of Warranty. Concurrently with the execution and delivery of this Agreement or the applicable Subsequent Transfer Agreement, as appropriate, AFL and the Seller have entered into the Purchase Agreements or Subsequent Purchase Agreement, as applicable, the rights of the Seller under which have been assigned by the Seller to the Trust. Under the Purchase Agreements and each Subsequent Purchase Agreement, if applicable, AFL has made the same representations and warranties to the Seller with respect to the Receivables as those made by Seller pursuant to the Schedule of Representations, upon which the Owner Trustee has relied in accepting the Trust Property in trust and executing the Notes and upon which the Security Insurer has relied in issuing the Note Policy and upon which the Indenture Trustee has relied in authenticating the Notes. Upon discovery by any of AFL, the Seller, the Servicer, the Security Insurer, the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties contained in Section 2.5 that materially and adversely affects the interests of the Noteholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of AFL or the Seller. As of the second Accounting Date (or, at AFL's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations that materially and adversely affects the interests of the Noteholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), AFL shall, unless such breach shall have been cured in all material respects, purchase such Receivable from the Trust and, on or before the related Deposit Date, AFL shall pay the Purchase Amount to the Owner Trustee pursuant to Section 4.5. The obligations of the Seller with respect to any such breach of representations and warranties shall be limited to taking any and all actions necessary to enable the Owner Trustee to enforce directly the obligations of AFL under the Purchase Agreement or Subsequent Purchase Agreement, as applicable. It is understood and agreed that, except as set forth in this Section 2.6, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is con...

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Repurchase of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 or Section 3.02 of the Pooling Agreement or in Section 2.03(a) or Section 3.01(b) of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any Receivable, and which results in any of the Noteholders or the Certificateholders not being made whole, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee, the Indenture Trustee, any Note Owner or any Noteholder, such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders taken as a whole; provided further that with respect to a Repurchase Request from a Noteholder or a Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee.

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Repurchase of Receivables Upon Breach of Warranty. Upon ------------------------------------------------- discovery by the Seller, the Servicer or either Trustee of a breach of any of the representations and warranties in Section 3.01 of the Purchase Agreement (and, with respect to subsection 3.01(j) of the Purchase Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.05 or Section 6.01 of this Agreement that materially and adversely affects the interests of the Financial Parties in any Receivable, the party discovering such breach shall give prompt written notice thereof to the others. As of the second Accounting Date following its discovery or its receipt of notice of breach (or, at the Seller's election, the first Accounting Date following such discovery), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Seller in Section 2.05 or Section 6.01, the Seller shall repurchase such Receivable from the Owner Trustee on the related Distribution Date. The Owner Trustee shall have no affirmative duty to conduct any investigation as to the occurrence of any event requiring the repurchase of any Receivable pursuant to this Section 2.06. The repurchase price to be paid by any Warranty Purchaser shall be an amount equal to the Warranty Payment. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Seller, the Servicer or NFC for such breach available to any Interested Party. The Servicer acknowledges its obligations to repurchase Administrative Receivables from the Owner Trustee pursuant to Section 3.08 hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Purchase Agreement.

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Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee [(in its capacity as Indenture Trustee or at the direction of the Holders of at least a majority of the Controlling Class)] of a breach of any of the representations and warranties in Sections 3.01 or 3.02 of the Pooling Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice thereof (each, a “Repurchase Request”) to the others; provided that in the case of a Repurchase Request from the Owner Trustee or the Indenture Trustee [(in its capacity as Indenture Trustee or at the direction of the Holders of at least a majority or more of the Outstanding Amount of the Controlling Class)], such Repurchase Request shall set forth (i) each Receivable that is subject to a Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 or Section 3.02 of the Pooling Agreement it alleges were breached and (iii) the material and adverse effect of such breach on the interests of the Noteholders or the Certificateholders. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Sections 3.01 or 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. [Upon repurchase and payment of such Warranty Payment, the Warranty Purchaser shall be entitled to receive the Released Warranty Amount, if any.] It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and i...

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Purchaser and, simultaneously with the repurchase of the Receivable, Seller shall remit the Purchase Amount in full, without deduction or offset, to the Purchaser. It is understood and agreed that, except as set forth in Section 7.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser. Any such repurchase shall take place in the manner specified in Sections 5.2 and 5.3 hereof. It is further understood and agreed that in the case of Repurchase Event resulting solely from a Receivable becoming a Non-performing Receivable, the Seller shall have the right to substitute a Substituted Receivable for the Non-performing Receivable in accordance with the terms of Section 5.4 hereof in lieu of repurchasing the Non-performing Receivable.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a PAC Repurchase Event, PAC shall, unless such breach shall have been cured in all material respects, repurchase the related Receivable from Paragon Auto as of the second Accounting Date (or at PAC's election, the first Accounting Date) following its discovery or its receipt of notice of any such PAC Repurchase Event and, on or before the Deposit Date following such Accounting Date, PAC shall pay the Purchase Amount to Paragon Auto and Paragon Auto shall deposit or cause to be deposited such Purchase Amount into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement; provided, however, that the maximum aggregate purchase obligation of PAC with respect to breaches of the representation and warranty made in clause (C) (II) of paragraph 4 of the Schedule B hereto shall not exceed an amount equal to 10% of the aggregate principal balance of all Receivables originated after January 31, 1999. The obligation of PAC to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against PAC for such breach available to Paragon Auto, the Note Insurer, the Indenture Trustee on behalf of the Noteholders or the Noteholders.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Seller Repurchase Event, the Seller shall, unless such Seller Repurchase Event shall have been cured in all material respects, repurchase the applicable Receivable from the Purchaser within three (3) Business Days of the discovery by, or notice from any Person to, the Seller of such Seller Repurchase Event, and the Seller shall pay the sum of the outstanding principal amount of such Receivable plus all accrued but unpaid interest and fees thereon in each case as of the date of the repurchase from the Purchaser. Notwithstanding any other provision of this Agreement or the RLSA to the contrary, the obligation of the Seller under this Section shall not terminate upon a termination of the Seller as Servicer under the RLSA and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or the Purchaser to perform any of their respective obligations with respect to such Receivable under the RLSA.

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