Common use of Repurchase of Receivables Upon Breach of Warranty Clause in Contracts

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. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee occurrence of a Repurchase Event, Seller shall, unless the breach of any of which is 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 subject 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 Repurchase Event shall have been cured in all material respects, in repurchase the event of a breach Receivable relating thereto from the Issuer if and only if the interests of the representations Noteholders therein are materially and warranties made adversely affected by any such breach from the Depositor in Section 2.03 or Section 3.01Issuer and, simultaneously with the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 repurchase of the Pooling AgreementReceivable, Seller shall deposit the Depositor shall use reasonable efforts Purchase Amount in full, without deduction or offset, to enforce the obligation Collection Account, pursuant to Section 3.2 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 PeriodSale and Servicing Agreement. It is understood and agreed that that, except as set forth in Section 6.1 hereof, the obligation of the Warranty Purchaser Seller to repurchase any Receivable 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 obligation is fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing EntityPurchaser, the Financial PartiesIssuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Any such repurchase shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the Indenture Trusteeevents or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee occurrence of a Repurchase Event, Seller shall, unless the breach of any of which is 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 subject 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 Repurchase Event shall have been cured in all material respects, in repurchase the event of a breach Receivable relating thereto from the Issuer and, simultaneously with the repurchase of the representations and warranties made by Receivable, Seller shall deposit the Depositor Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to 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 3.2 of the Pooling Sale and Servicing 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 that, except as set forth in Section 6.1 hereof, the obligation of the Warranty Purchaser Seller to repurchase any Receivable 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 obligation is fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing EntityPurchaser, the Financial PartiesIssuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer, the Insurer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Any such repurchase shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee Trustee, the Insurer, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the Indenture Trusteeevents or facts giving rise to such Repurchase Events.

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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 5.04 of the Pooling and Servicing 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 and the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.07 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee occurrence of a Repurchase Event, Seller shall, unless the breach of any of which is 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 subject 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 Repurchase Event shall have been cured in all material respects, in repurchase the event of a breach Receivable relating thereto from the Issuer if and only if the interests of the representations Noteholders therein are materially and warranties made adversely affected by any such breach from the Depositor in Section 2.03 or Section 3.01Issuer and, simultaneously with the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 repurchase of the Pooling AgreementReceivable, Seller shall deposit the Depositor shall use reasonable efforts Purchase Amount in full, without deduction or offset, to enforce the obligation Collection Account, pursuant to Section 3.2 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 PeriodSale and Servicing Agreement. It is understood and agreed that that, except as set forth in Section 6.1 hereof, the obligation of the Warranty Purchaser Seller to repurchase any Receivable 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 obligation is fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing EntityPurchaser, the Financial PartiesIssuer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Any such repurchase shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the Indenture Trusteeevents or facts giving rise to such Repurchase Events.

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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 5.04 of the Pooling and Servicing 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 and the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or Trustee, the Indenture Trustee 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 2.03(a) or Section 3.01 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. (ii) 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 2.03(a) or Section 3.013.01(b) of this Agreement, the Depositor shall repurchaserepurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 4.04(a) of the Pooling Agreement to repurchase such Warranty Receivable from the Issuing Entity on the related Distribution Date. . (iii) 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. . (iv) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Warranty 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 Warranty 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. 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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 noticediscovery), 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 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 5.04 of the Pooling and Servicing 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 and the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee Servicer or the Indenture either Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling 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 2.03 2.04 or Section 3.01 6.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Securityholders 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 Accounting Date following its discovery or its receipt of notice of such breach (or, at the Depositor’s Seller's election, the last day of the first Monthly Period Accounting Date following such discovery or receipt of noticediscovery), 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 Seller in Section 2.03 2.04 or Section 3.016.01, the Depositor Seller 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 Issuer 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 2.05. The repurchase price to be paid by the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to any Interested Party. The Servicer acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity, Issuer pursuant to Section 3.08 hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Financial Parties, the Owner Trustee or the Indenture TrusteePurchase Agreement.

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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 Seller's election, the last day of the first Monthly Period following such discovery or receipt of noticediscovery), 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 Seller in Section 2.03 2.04 or Section 3.01, the Depositor Seller shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor Seller and the Servicer shall use reasonable efforts to enforce the obligation of the Seller GMAC under Section 4.04 5.04 of the Pooling and Servicing Agreement to repurchase such Receivable from the Issuing Entity Issuer 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 is continuing, and the obligation of the Depositor Seller and the Servicer to enforce the Seller’s GMAC's obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller GMAC for such breach available to the Issuing EntityIssuer, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuer pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner either Trustee or the Indenture Trustee Agent of a breach of any of the representations and warranties in Section 3.01 of the Pooling Purchase Agreement (and, with respect to Section 3.01(j) of the Purchase Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 2.05 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Financial Parties 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 Accounting Date following its discovery or its receipt of notice of such breach (or, at the DepositorSeller’s election, the last day of the first Monthly Period Accounting Date 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 Seller in Section 2.03 2.05 or Section 3.01, the Depositor Seller 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 Issuer on the related Distribution Date. Neither the Owner Trustee nor the Issuer shall have any 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 the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of and shall be deposited by the last day of Warranty Purchaser into the Collection Account on the Transfer Date for the related Monthly PeriodDistribution Date. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trusteeany Interested Party.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee Servicer or the Indenture either Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling Purchase Agreement (and, with respect to Section 3.01(j) of the Purchase Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 2.05 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Financial Parties 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 Accounting Date following its discovery or its receipt of notice of such breach (or, at the DepositorSeller’s election, the last day of the first Monthly Period Accounting Date 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 Seller in Section 2.03 2.05 or Section 3.01, the Depositor Seller 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 Issuer on the related Distribution Date. Neither the Owner Trustee nor the Issuer shall have any 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 the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer, NFC or the Seller Harco Leasing for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trusteeany Interested Party.

Repurchase of Receivables Upon Breach of Warranty. Upon ------------------------------------------------- discovery by the Seller, the Depositor, the Servicer, the Owner Trustee Servicer or the Indenture either Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling 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 2.03 2.05 or Section 3.01 6.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Financial Parties 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 Accounting Date following its discovery or its receipt of notice of such breach (or, at the Depositor’s Seller's election, the last day of the first Monthly Period Accounting Date following such discovery or receipt of noticediscovery), 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 Seller in Section 2.03 2.05 or Section 3.016.01, the Depositor Seller 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 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 the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to the Issuing Entity, the Financial Parties, any Interested Party. The Servicer acknowledges its obligations to repurchase Administrative Receivables from the Owner Trustee or pursuant to Section 3.08 hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Indenture TrusteePurchase Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of the Seller, the DepositorSellers, the Servicer, the Owner Security Insurer, the Trustee or the Indenture Trustee Issuer of a breach of any of the representations and warranties of the Servicer contained 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 Receivable3.6(b)(ix), the party discovering such breach shall give prompt written notice thereof to the others; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach month (or, at the Depositor’s Servicer's election, the last day of the first Monthly Period month) following such the month of the Servicer's discovery or its receipt of notice)notice of any breach of the representations and warranties set forth on the Schedule of Representations which materially and adversely affects the interests of the Noteholders, the Security Insurer or the Issuer in any Receivable (including any Liquidated Receivable) FEFG, as Servicer, shall, 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 purchase such Receivable from the Issuing Entity Issuer and, on or before the related Distribution Deposit Date. The repurchase price to be paid by , pay the breaching party (the “Warranty Purchaser”) shall be an amount equal Purchase Amount to the Warranty Payment calculated as Issuer pursuant to Section 4.5. Upon knowledge of the last day Trustee that FEFG, as Servicer, has failed to effect its repurchase obligation, the Trustee for the benefit of the related Monthly PeriodNoteholders shall enforce directly the obligation of FEFG, as Servicer, to repurchase any Receivable materially and adversely affected by such a breach. It is understood and agreed that that, except as set forth in this Section 2.5, the obligation sole remedy of the Warranty Purchaser Issuer, the Trustee on behalf of the Noteholders and the Security Insurer with respect to a breach of FEFG's representations and warranties pursuant to Section 3.6(b)(ix) shall be to require FEFG, as Servicer, 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 this Section 2.5. In addition to the Issuing Entityforegoing and notwithstanding whether the related Receivable shall have been purchased by FEFG, as Servicer, FEFG, as Servicer, shall indemnify the Issuer, the Financial PartiesTrustee, the Owner Trustee Backup Servicer, the Collateral Agent, the Security Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the Indenture Trusteeevents or facts giving rise to such breach.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or Trustee, the Indenture Trustee Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section 3.01 4.01 or 4.02 of the Pooling and Servicing Agreement or in Section 2.03 2.04(a) or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole in any ReceivableReceivable 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 4.01 or Section 4.02 of the Pooling and Servicing 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. 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 2.04(a) or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 Sections 4.01 or 4.02 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 5.04(a) of the Pooling and Servicing 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 is continuing, and the obligation of the Depositor and the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon ------------------------------------------------- discovery by the Seller, the Depositor, the Servicer, the Owner Trustee Servicer or the Indenture either Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling 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 2.03 2.05 or Section 3.01 6.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Securityholders 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 Accounting Date following its discovery or its receipt of notice of such breach (or, at the Depositor’s Seller's election, the last day of the first Monthly Period Accounting Date following such discovery or receipt of noticediscovery), 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 Seller in Section 2.03 2.05 or Section 3.016.01, the Depositor Seller 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 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 the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to the Issuing Entity, the Financial Parties, any Interested Party. The Servicer acknowledges its obligations to repurchase Administrative Receivables from the Owner Trustee or pursuant to Section 3.08 hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Indenture TrusteePurchase Agreement.

Repurchase of Receivables Upon Breach of Warranty. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or Trustee, the Indenture Trustee Trustee, any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section Sections 3.01 or 3.02 of the Pooling Agreement or in Section 2.03 2.03(a) or Section 3.01 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 Sections 3.01 or 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. (ii) 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 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 repurchase, such Warranty Receivable from the Issuing Entity on the related Distribution Date. . (iii) 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. . (iv) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Warranty 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 Warranty 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. (i) Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or Trustee, the Indenture Trustee 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 2.03(a) or Section 3.01 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. (ii) 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 2.03(a) or Section 3.013.01(b) of this Agreement, the Depositor shall repurchaserepurchase the related Warranty Receivable, or in the event of a breach of a representation and warranty under Section 3.01 or Section 3.02 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 4.04(a) of the Pooling Agreement to repurchase such Warranty Receivable from the Issuing Entity on the related Distribution Date. . (iii) 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. . (iv) It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Warranty 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 Warranty 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. 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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 Seller's election, the last day of the first Monthly Period following such discovery or receipt of noticediscovery), 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 Seller in Section 2.03 2.04 or Section 3.01, the Depositor Seller shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor Seller and the Servicer shall use reasonable efforts to enforce the obligation of the Seller GMAC under Section 4.04 5.04 of the Pooling and Servicing Agreement to repurchase repurchase, such Receivable from the Issuing Entity Issuer 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 Payment. Upon repurchase, the last day of Warranty Purchaser shall be entitled to receive the related Monthly PeriodReleased 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 is continuing, and the obligation of the Depositor Seller and the Servicer to enforce the Seller’s GMAC's obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller GMAC for such breach available to the Issuing EntityIssuer, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuer pursuant to Section 3.08 of the Pooling and Servicing Agreement.

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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 noticediscovery), 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 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller GMAC under Section 4.04 5.04 of the Pooling and Servicing 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 is continuing, and the obligation of the Depositor and the Servicer to enforce the SellerGMAC’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller GMAC for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee Seller or the Indenture Trustee Servicer of a breach of any of the representations and warranties in Section 3.01 of the Pooling Sale Agreement (and, with respect to Subsection 3.01(j) of the Sale Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 or Section 3.01 Article III of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders a Purchaser in any Receivable, the party discovering such breach shall give prompt written notice thereof to the othersAgent and the Purchasers. As of the last day of the second Monthly Period Settlement Date following its discovery or its receipt of notice of such a breach (or, if a Servicer Default has occurred and is continuing, or, at the Depositor’s applicable Seller Party's election, the last day of the first Monthly Period Accounting Date following such discovery or receipt of noticediscovery), unless such breach shall have been cured in all material respects, in the event of a breach applicable Seller Party shall repurchase the interests of the representations and warranties made by the Depositor Purchasers 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 Purchasers on the related Distribution Settlement Date. A Purchaser 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 5.1(i). The repurchase price to be paid by the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. It is understood and agreed that the obligation obligations 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 repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to any Person. The Servicer acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity, Purchaser pursuant to Section 5.2(b) hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Financial Parties, the Owner Trustee or the Indenture TrusteeSale Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee Seller or the Indenture Trustee Servicer of a breach of any of the representations and warranties in Section 3.01 of the Pooling Sale Agreement (and, with respect to Subsection 3.01(j) of the Sale Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 or Section 3.01 Article V of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders a Purchaser in any Receivable, the party discovering such breach shall give prompt written notice thereof to the othersAgent and the Purchasers. As of the last day of the second Monthly Period Settlement Date following its discovery or its receipt of notice of such breach (or, at the Depositor’s Seller*s election, the last day of the first Monthly Period Accounting Date following such discovery or receipt of noticediscovery), 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 Seller 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 AgreementSale Agreement or the Servicer in Article V, the Depositor Seller shall use reasonable efforts to enforce repurchase the obligation interests of the Seller under Section 4.04 of the Pooling Agreement to repurchase Purchasers in such Receivable from the Issuing Entity Purchasers on the related Distribution Settlement Date. A Purchaser 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 7.1(i). (n) (o) The repurchase price to be paid by the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. It is understood and agreed that the obligation of so long as the Warranty Purchaser fulfills its obligation to repurchase any Receivable as to which a breach has occurred and is continuing, such continuing breach will not in and the obligation of the Depositor to enforce the Seller’s obligation itself result in a Servicer Default or a breach under this Agreement by such Warranty Purchaser. The Servicer acknowledges its obligations to repurchase such Administrative Receivables from the Purchaser pursuant to Section 7.2(g) hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Pooling Agreement shall, if such obligations are fulfilled, constitute Sale Agreement. (p) (q) Corporate Separateness. Seller will maintain its corporate separateness and distinctiveness from NFC and all other Affiliates through observation of 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.following covenants: (r)

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee Seller or the Indenture Trustee Servicer of a breach of any of the representations and warranties in Section 3.01 of the Pooling Sale Agreement (and, with respect to Subsection 3.01(j) of the Sale Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 or Section 3.01 Article III of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders a Purchaser in any Receivable, the party discovering such breach shall give prompt written notice thereof to the othersAgent and the Purchasers. As of the last day of the second Monthly Period Settlement Date following its discovery or its receipt of notice of such a breach (or, if a Servicer Default has occurred and is continuing, or, at the Depositorapplicable Seller Party’s election, the last day of the first Monthly Period Accounting Date following such discovery or receipt of noticediscovery), unless such breach shall have been cured in all material respects, in the event of a breach applicable Seller Party shall repurchase the interests of the representations and warranties made by the Depositor Purchasers 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 Purchasers on the related Distribution Settlement Date. A Purchaser 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 5.1(i). The repurchase price to be paid by the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. It is understood and agreed that the obligation obligations 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 repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to any Person. The Servicer acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity, Purchaser pursuant to Section 5.2(b) hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Financial Parties, the Owner Trustee or the Indenture TrusteeSale Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of the Seller, the DepositorSellers, the Servicer, the Owner Security Insurer, the Trustee or the Indenture Trustee Issuer of a breach of any of the representations and warranties of the Servicer contained 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 Receivable3.6(b)(ix), the party discovering such breach shall give prompt written notice thereof to the others; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer. As of the last day of the second Monthly Period month following its the month of the Servicer's discovery or its receipt of notice of such any breach of the representations and warranties set forth on the Schedule of Representations which materially and adversely affects the interests of the Noteholders, the Security Insurer or the Issuer in any Receivable (including any Liquidated Receivable) (or, at the Depositor’s Servicer's election, the last day of the first Monthly Period following such discovery or receipt of notice)month so following) FEFG, as Servicer, shall, 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 purchase such Receivable from the Issuing Entity Issuer and, on or before the related Distribution Deposit Date. The repurchase price to be paid by , pay the breaching party (the “Warranty Purchaser”) shall be an amount equal Purchase Amount to the Warranty Payment calculated as Issuer pursuant to Section 4.5. Upon knowledge of the last day Trustee that FEFG, as Servicer, has failed to effect its repurchase obligation, the Trustee for the benefit of the related Monthly PeriodNoteholders shall enforce directly the obligation of FEFG, as Servicer, to repurchase any Receivable materially and adversely affected by such a breach. It is understood and agreed that that, except as set forth in this Section 2.5, the obligation sole remedy of the Warranty Purchaser Issuer, the Trustee on behalf of the Noteholders and the Security Insurer with respect to a breach of the Servicer's representations and warranties pursuant to Section 3.6(b)(ix) shall be to require FEFG, as Servicer, 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 this Section 2.5. 39 Servicer, shall indemnify 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 EntityIssuer, the Financial PartiesTrustee, the Owner Trustee Backup Servicer, the Collateral Agent, the Security Insurer, the Issuer and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the Indenture Trusteeevents or facts giving rise to such breach.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the SellerTransferor, the Depositor, the Servicer, the Servicer or an Owner Trustee or the Indenture Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling 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 2.03 or Section 3.01 Article III of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders an Owner 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 Accounting Date following its discovery or its receipt of notice of such breach (or, at the Depositor’s Transferor's election, the last day of the first Monthly Period Accounting Date following such discovery or receipt of noticediscovery), 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 Transferor in Section 2.03 or Section 3.01Article III, the Depositor Transferor 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 Owner on the related Distribution Settlement Date. An Owner 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 3.3. The repurchase price to be paid by the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly PeriodPayment. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Transferor, the Servicer or the Seller NFC for such breach available to any Person. The Servicer acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity, Purchaser pursuant to Section 5.4 hereof and to repurchase Warranty Receivables pursuant to Section 5.04 of the Financial Parties, the Owner Trustee or the Indenture TrusteePurchase Agreement.

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. [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 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. 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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 On the last day of Distribution Date related to the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s Seller's election, the last day of the first Monthly Period following such discovery or receipt of noticediscovery), 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 Seller in Section 2.03 2.04 or Section 3.01, the Depositor Seller shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor Seller and the Servicer shall use reasonable efforts to enforce the obligation of the Seller GMAC under Section 4.04 5.04 of the Pooling and Servicing Agreement to repurchase such Receivable from the Issuing Entity on the related Distribution DateIssuer. 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 is continuing, and the obligation of the Depositor Seller and the Servicer to enforce the Seller’s GMAC's obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller GMAC for such breach available to the Issuing EntityIssuer, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuer pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or Trustee, the Indenture Trustee any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section Sections 3.01 or 3.02 of the Pooling Agreement or in Section 2.03 2.03(a) or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders [or the Certificateholders Certificateholders] taken as a whole in any ReceivableReceivable 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. 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 2.03(a) or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 Sections 3.01, 3.02 or 3.03 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 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. 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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 noticediscovery), 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 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller GMAC under Section 4.04 5.04 of the Pooling and Servicing 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 and the Servicer to enforce the SellerGMAC’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller GMAC for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

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 Section 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 Section 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 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. 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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 Seller's election, the last day of the first Monthly Period following such discovery or receipt of noticediscovery), 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 Seller in Section 2.03 2.04 or Section 3.01, the Depositor Seller shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling Agreement, and Servicing Agreement the Depositor Seller and the Servicer shall use reasonable efforts to enforce the obligation of the Seller GMAC under Section 4.04 5.04 of the Pooling and Servicing Agreement to repurchase repurchase, such Receivable from the Issuing Entity Issuer 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 Payment. Upon repurchase, the last day of Warranty Purchaser shall be entitled to receive the related Monthly PeriodReleased 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 is continuing, and the obligation of the Depositor Seller and the Servicer to enforce the Seller’s GMAC's obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller GMAC for such breach available to the Issuing EntityIssuer, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuer pursuant to Section 3.08 of the Pooling and Servicing Agreement.

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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 5.04 of the Pooling and Servicing 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 is continuing, and the obligation of the Depositor and the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner either Trustee or the Indenture Trustee Agent of a breach of any of the representations and warranties in Section 3.01 of the Pooling Purchase Agreement (and, with respect to Section 3.01(j) of the Purchase Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 2.05 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Financial Parties in any Receivable (it being understood that a breach of Section 3.01(v)(i) of the Purchase Agreement shall be deemed to materially and adversely affect the interests of the Financial Parties in such 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 Accounting Date following its discovery or its receipt of notice of such breach (or, at the DepositorSeller’s election, the last day of the first Monthly Period Accounting Date 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 Seller in Section 2.03 2.05 or Section 3.01, the Depositor Seller 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 Issuer on the related Distribution Date. Neither the Owner Trustee nor the Issuer shall have any 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 the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of and shall be deposited by the last day of Warranty Purchaser into the Collection Account on the Transfer Date for the related Monthly PeriodDistribution Date. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trusteeany Interested Party.

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 4.01 of the Pooling and Servicing Agreement or in Section 2.03 2.04 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 noticediscovery), 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 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 5.04 of the Pooling and Servicing 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 is continuing, and the obligation of the Depositor and the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or Trustee, the Indenture Trustee any Note Owner or any Noteholder of a breach of any of the representations and warranties in Section Sections 3.01 or 3.02 of the Pooling Agreement or in Section 2.03 2.03(a) or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders [or the Certificateholders Certificateholders] taken as a whole in any ReceivableReceivable 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. 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 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 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. Upon discovery by the Seller, the Depositor, the Servicer, the Owner either Trustee or the Indenture Trustee Agent of a breach of any of the representations and warranties in Section 3.01 of the Pooling Purchase Agreement (and, with respect to Section 3.01(j) of the Purchase Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 2.05 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Financial Parties in any ReceivableReceivable (it being understood that a breach of Section 3.01(v)(i) of the Purchase Agreement shall be deemed to materially and adversely affect the interest of the Financial Parties in such Receivables), the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period Accounting Date following its discovery or its receipt of notice of such breach (or, at the DepositorSeller’s election, the last day of the first Monthly Period Accounting Date 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 Seller in Section 2.03 2.05 or Section 3.01, the Depositor Seller 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 Issuer on the related Distribution Date; provided, that, the Seller shall repurchase from the Issuer on the June 2009 Distribution Date (i) each Receivable having a first Scheduled Payment that is due after the Closing Date, (ii) each Receivable for which the Servicer has not received the first Scheduled Payment from the related Obligor on or before the Closing Date and (iii) each Receivable that is an Equal Payment Balloon Receivable or Level Principal Balloon Receivable having a payment due on the final maturity date in excess of 80% of the Starting Receivable Balance of such Receivable. Neither the Owner Trustee nor the Issuer shall have any 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 the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of and shall be deposited by the last day of Warranty Purchaser into the Collection Account on the Transfer Date for the related Monthly PeriodDistribution Date. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trusteeany Interested Party.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner either Trustee or the Indenture Trustee Agent of a breach of any of the representations and warranties in Section 3.01 of the Pooling Purchase Agreement (and, with respect to Section 3.01(j) of the Purchase Agreement, irrespective of any limitation regarding knowledge of NFC) or in Section 2.03 2.05 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders Financial Parties in any ReceivableReceivable (it being understood that a breach of Section 3.01(v)(i) and Section 3.01(r)(i)(B) of the Purchase Agreement shall be deemed to materially and adversely affect the interest of the Financial Parties in such Receivables), the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period Accounting Date following its discovery or its receipt of notice of such breach (or, at the DepositorSeller’s election, the last day of the first Monthly Period Accounting Date 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 Seller in Section 2.03 2.05 or Section 3.01, the Depositor Seller 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 Issuer on the related Distribution Date. Neither the Owner Trustee nor the Issuer shall have any 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 the breaching party (the “any Warranty Purchaser”) Purchaser shall be an amount equal to the Warranty Payment calculated as of and shall be deposited by the last day of Warranty Purchaser into the Collection Account on the Transfer Date for the related Monthly PeriodDistribution Date. 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 continuing shall, if such repurchase obligations are fulfilled, constitute the sole remedy against the Depositor Seller, the Servicer or the Seller NFC for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trusteeany Interested Party.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or Trustee, the Indenture Trustee or a Noteholder of a breach of any of the representations and warranties in Section Sections 3.01 or 3.02 of the Pooling Agreement or in Section 2.03 2.03(a) or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders [or the Certificateholders Certificateholders] taken as a whole in any ReceivableReceivable and which causes a loss to the Noteholders [or the Certificateholders], 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 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, such Repurchase Request shall initially be provided to the Indenture Trustee. 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 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 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.