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

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust and, on or before the related Deposit Date, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL for such breach available to ARFC, the Security Insurer, Noteholders, or the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Concurrently with the execution and delivery of this Agreement or the applicable Subsequent Transfer Agreement, as appropriate, AFL and the Seller have entered into the Purchase Agreements or Subsequent Purchase Agreement, as applicable, the rights of the Seller under which have been assigned by the Seller to the Trust. Under the Purchase Agreements and each Subsequent Purchase Agreement, if applicable, AFL has made the same representations and warranties to the Seller with respect to the Receivables as those made by Seller pursuant to the Schedule of Representations, upon which the Owner Trustee has relied in accepting the Trust Property in trust and executing the Notes and upon which the Security Insurer has relied in issuing the Note Policy and upon which the Indenture Trustee has relied in authenticating the Notes. Upon discovery by any of AFL, the occurrence Seller, the Servicer, the Security Insurer, the Indenture Trustee or the Owner Trustee of a Repurchase Event breach of any of the representations and warranties contained in Section 2.5 that materially and adversely affects the interests of the Noteholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of AFL or the Seller. As of the second Accounting Date (or, at AFL's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations that materially and adversely affects the interests of the Noteholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), AFL shall, unless such breach shall have been cured in all material respects, repurchase purchase such Receivable from the Trust and, on or before the related Deposit Date, AFL shall pay the Purchase Amount to the Trust Owner Trustee pursuant to Section 4.5 4.5. The obligations of the Sale Seller with respect to any such breach of representations and Servicing warranties shall be limited to taking any and all actions necessary to enable the Owner Trustee to enforce directly the obligations of AFL under the Purchase Agreement or Subsequent Purchase Agreement, as applicable. It is understood and agreed that, except as set forth in this Section 6.12.6, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL or the Seller for such breach available to ARFC, the Security Insurer, Noteholders, Insurer or the Indenture Trustee on behalf of the Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC 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 the Seller or AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security InsurerIssuer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security InsurerOwner Trustee, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon ------------------------------------------------- the occurrence of a Repurchase Event AFL Event, AFS shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS 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 ARFC 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 AFLAFS, AFL AFS shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shallEvent, the Originator will, unless the breach which is the subject of such breach shall Repurchase Event will have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL shall pay the Originator will deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 4.5(a)(i) and Section 6.1, the obligation of AFL the Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing shallcontinuing, will, if such obligation is fulfilled, constitute the sole remedy against AFL the Originator for such breach available to ARFCthe Depositor, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, or the Certificateholders, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholders. The provisions of this This Section 5.1 are is intended to grant the Owner Trustee Issuer and the Indenture Trustee on behalf of the Noteholders and the Insurer a direct right against AFL the Originator to demand performance hereunder, and in connection therewith, AFL the Originator waives any requirement of prior demand against ARFC the Depositor with respect to such repurchase obligation. Any such purchase shall repurchase will take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL the Originator under this Section shall 5.1 will not terminate upon a termination of AFL the Originator as Servicer under the Sale and Servicing Agreement and shall will be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC the Depositor to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to Without limitation of the foregoing and notwithstanding whether the related Receivable shall will have been purchased by AFLthe Originator, AFL shall the Originator will indemnify the Owner TrusteeDepositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Issuer by the last day of the first full calendar month following the discovery of such breach by Seller or receipt by Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the Indenture Trustee or the Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateCollection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security InsurerIssuer, the Secured Parties, the Noteholders, or the Certificateholders, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee or the Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Issuer by the last day of the first full calendar month following the discovery of such breach by Seller or receipt by Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the Indenture Trustee or the Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateCollection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security InsurerIssuer, Noteholdersthe Secured Parties, the Certificateholders, the Indenture Trustee, on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee or the Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto if and only if the interests of the Noteholders therein are materially and adversely affected by any such Receivable breach from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security InsurerIssuer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security InsurerOwner Trustee, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Issuer by the last day of the first full calendar month following the discovery of such breach by the Seller or receipt by the Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the Indenture Trustee or the Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateMaster Collection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security InsurerIssuer, the Noteholders, the Certificateholders, the Indenture Trustee, on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee or the Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the related Issuer under the related Master Sale and Servicing Agreement by the last day of the first full calendar month following the discovery of such breach by Seller or receipt by Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the related Indenture Trustee or the related Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateCollection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the related Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security Insurerrelated Issuer, Noteholdersthe related Secured Parties, or the related Certificateholders, the related Indenture Trustee on behalf of Noteholdersthe related Noteholders or the related Owner Trustee on behalf of the related Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the related Indenture Trustee or the related Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the related Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the related Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the related Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the related Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event, AFS shall (unless the breach which is the subject of such Repurchase Event AFL shall, unless such breach shall have been cured in all material respectsrespects by the last day of the second Settlement Period after such breach), repurchase such the Receivable relating thereto (whether or not it was the Seller thereof) from the Trust Purchaser and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 2.7(b) of the Sale and Servicing Security Agreement. It is understood and agreed that, except as set forth in Section 6.1, that the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS or AMC for such breach available to ARFCPurchaser, the Security Insurer, Noteholders, Note Insurer or the Indenture Trustee Collateral Agent on behalf of Noteholdersthe Secured Parties except as otherwise specified in the Insurance Agreement. The provisions of this Section 5.1 are intended to grant the Owner Trustee Collateral Agent and the Indenture Trustee Note Insurer a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 2.7 of the Sale Servicing and Servicing Custodian Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale Servicing and Servicing Agreement or any Subsequent Transfer Custodian Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS as Servicer under the Sale Servicing and Servicing Custodian Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale Servicing and Servicing Custodian Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shallEvent, Originator will, unless the breach which is the subject of such breach shall Repurchase Event will have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL shall pay Originator will deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing shallcontinuing, will, if such obligation is fulfilled, constitute the sole remedy against AFL Originator for such breach available to ARFCDepositor, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, or the Certificateholder, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this This Section 5.1 are is intended to grant the Owner Trustee Issuer and the Indenture Trustee a direct right against AFL Originator to demand performance hereunder, and in connection therewith, AFL Originator waives any requirement of prior demand against ARFC Depositor with respect to such repurchase obligation. Any such purchase shall repurchase will take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Originator under this Section shall 5.1 will not terminate upon a termination of AFL Originator as Servicer under the Sale and Servicing Agreement and shall will be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC Depositor 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 will have been purchased by AFLOriginator, AFL shall Originator will indemnify the Owner TrusteeDepositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer, if and only if the interests of the Noteholders or the Insurer therein are materially and adversely affected by any such breach and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer, the Insurer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security Issuer, [the Insurer], the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer, [the Insurer] and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, [the Insurer, ,] the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Issuer, the Security Insurer, the Backup Servicer, the Noteholders, the Certificateholders, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, AFS shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS 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 ARFC 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 AFLAFS, AFL AFS shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the related Issuer under the related Sale and Servicing Agreement by the last day of the first full calendar month following the discovery of such breach by Seller or receipt by Seller of notice of such breach from any of the Servicer, HARC, a Trust Officer of the related Indenture Trustee or the related Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateCollection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the related Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security Insurerrelated Issuer, Noteholdersthe related Secured Parties, or the related Certificateholders, the related Indenture Trustee on behalf of Noteholdersthe related Noteholders or the related Owner Trustee on behalf of the related Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the related Indenture Trustee or the related Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the related Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the related Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL HSBC Finance Corporation as Servicer under the related Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the related Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event, AFS shall (unless the breach which is the subject of such Repurchase Event AFL shall, unless such breach shall have been cured in all material respectsrespects by the last day of the second Settlement Period after such breach), repurchase such the Receivable relating thereto (whether or not it was the Seller thereof) from the Trust Purchaser and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 2.7(b) of the Sale and Servicing Security Agreement. It is understood and agreed that, except as set forth in Section 6.1, that the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS or AMTN for such breach available to ARFCPurchaser, the Security Insurer, Noteholders, Note Insurer or the Indenture Trustee Collateral Agent on behalf of Noteholdersthe Secured Parties except as otherwise specified in the Insurance Agreement. The provisions of this Section 5.1 are intended to grant the Owner Trustee Collateral Agent and the Indenture Trustee Note Insurer a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 2.7 of the Sale Servicing and Servicing Custodian Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale Servicing and Servicing Agreement or any Subsequent Transfer Custodian Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS as Servicer under the Sale Servicing and Servicing Custodian Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale Servicing and Servicing Custodian Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer, the Insurer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.. Back to Contents

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer by the last day of the first full calendar month following the discovery by the Seller of receipt by the Seller of notice of such breach and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Noteholders, the Certificateholders, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Seller as Master Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Trust Collateral Agent, the Indenture Trustee, the Backup ServicerOwner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL OFL shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust and, on or before the related Deposit Date, AFL OFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL OFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL OFL for such breach available to ARFCORFC, the Security Insurer, Certificateholders, Noteholders, or the Owner Trustee or the Indenture Trustee on behalf of Certificateholders or Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL OFL to demand performance hereunder, and in connection therewith, AFL OFL waives any requirement of prior demand against ARFC ORFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL OFL under this Section shall not terminate upon a termination of AFL OFL 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 ARFC ORFC 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 AFLOFL, AFL OFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust Trust, the Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, the Master Servicer shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Issuer by the last day of the first full calendar month following the discovery of such breach by Seller or the Master Servicer or receipt by Seller or the Master Servicer of notice of such breach from any of HARC, a Trust Officer of the Indenture Trustee or the Owner Trustee and, on simultaneously with the repurchase of the Receivable, the Master Servicer shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateCollection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL the Master Servicer to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL the Master Servicer or the Seller for such breach available to ARFCHARC, the Security InsurerIssuer, Noteholdersthe Secured Parties, the Certificateholders, the Indenture Trustee, on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee or the Issuer a direct right against AFL the Master Servicer to demand performance hereunder, and in connection therewith, AFL the Master Servicer waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL the Master Servicer under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Concurrently with the execution and delivery of this Agreement or the applicable Subsequent Transfer Agreement, as appropriate, OFL and the Seller have entered into the Purchase Agreements or Subsequent Purchase Agreement, as applicable, the rights of the Seller under which have been assigned by the Seller to the Trust. Under the Purchase Agreements and each Subsequent Purchase Agreement, if applicable, OFL has made the same representations and warranties to the Seller with respect to the Receivables as those made by Seller pursuant to the Schedule of Representations, upon which the Owner Trustee has relied in accepting the Trust Property in trust and executing the Certificates and Notes and upon which the Security Insurer has relied in issuing the Policies and upon which the Indenture Trustee has relied in authenticating the Notes. Upon discovery by any of OFL, the occurrence Seller, the Servicer, the Security Insurer, the Indenture Trustee or the Owner Trustee of a Repurchase Event AFL breach of any of the representations and warranties contained in Section 2.5 that materially and adversely affects the interests of the Noteholders, the Certificateholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of OFL or the Seller. As of the second Accounting Date (or, at OFL's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations that materially and adversely affects the interests of the Noteholders, the Certificateholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), OFL shall, unless such unlesssuch breach shall have been cured in all material respects, repurchase purchase such Receivable from the Trust and, on or before the related Deposit Date, AFL OFL shall pay the Purchase Amount to the Trust Owner Trustee pursuant to Section 4.5 4.5. The obligations of the Sale Seller with respect to any such breach of representations and Servicing warranties shall be limited to taking any and all actions necessary to enable the Owner Trustee to enforce directly the obligations of OFL under the Purchase Agreement or Subsequent Purchase Agreement, as applicable. It is understood and agreed that, except as set forth in this Section 6.12.6, the obligation of AFL OFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL OFL or the Seller for such breach available to ARFC, the Security Insurer, Noteholders, or the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant the Noteholders or the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement on behalf of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementCertificateholders. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFLthe Seller or OFL, AFL OFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Security Insurer, the Trust Trust, the Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer as promptly as possible but in no event later than by the last day of the first full calendar month following the discovery by Seller or receipt by Seller of notice of such breach and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available pursuant to ARFCthis Agreement (subject to the next paragraph of this Section 5.1) to Purchaser, the Security Issuer, the Insurer, the Noteholders, the Certificateholders, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Trust Collateral Agent, the Indenture Trustee, the Backup ServicerOwner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust and, on or before the related Deposit Date, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL for such breach available to ARFC, the Security Insurer, Noteholders, or the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 Section2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shallEvent, the Originator will, unless the breach which is the subject of such breach shall Repurchase Event will have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL shall pay the Originator will deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL the Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing shallcontinuing, will, if such obligation is fulfilled, constitute the sole remedy against AFL the Originator for such breach available to ARFCthe Depositor, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, or the Certificateholder, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this This Section 5.1 are is intended to grant the Owner Trustee Issuer and the Indenture Trustee a direct right against AFL the Originator to demand performance hereunder, and in connection therewith, AFL the Originator waives any requirement of prior demand against ARFC the Depositor with respect to such repurchase obligation. Any such purchase shall repurchase will take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL the Originator under this Section shall 5.1 will not terminate upon a termination of AFL the Originator as Servicer under the Sale and Servicing Agreement and shall will be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC the Depositor 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 will have been purchased by AFLthe Originator, AFL shall the Originator will indemnify the Owner TrusteeDepositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shallEvent, the Originator will, unless the breach which is the subject of such breach shall Repurchase Event will have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL shall pay the Originator will deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 4.5(a)(i) and Section 6.1, the obligation of AFL the Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing shallcontinuing, will, if such obligation is fulfilled, constitute the sole remedy against AFL the Originator for such breach available to ARFCthe Depositor, the Security Issuer, [the Insurer,] the Backup Servicer, the Noteholders, or the Certificateholder, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this This Section 5.1 are is intended to grant the Owner Trustee Issuer and the Indenture Trustee a direct right against AFL the Originator to demand performance hereunder, and in connection therewith, AFL the Originator waives any requirement of prior demand against ARFC the Depositor with respect to such repurchase obligation. Any such purchase shall repurchase will take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL the Originator under this Section shall 5.1 will not terminate upon a termination of AFL the Originator as Servicer under the Sale and Servicing Agreement and shall will be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC the Depositor to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to Without limitation of the foregoing and notwithstanding whether the related Receivable shall will have been purchased by AFLthe Originator, AFL shall the Originator will indemnify the Owner TrusteeDepositor, [the Issuer,] the Indenture Trustee, the Backup Servicer, the Security Owner Trustee, [the Insurer, ,] the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer if an only if the interests of the Noteholders therein are materially and adversely affected by any such breach from the Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security InsurerIssuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer, and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Issuer by the last day of the first full calendar month following the discovery of such breach by the Seller or receipt by the Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the Indenture Trustee or the Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateCollection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security InsurerIssuer, the Noteholders, the Certificateholders, the Indenture Trustee, on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee or the Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon ------------------------------------------------- the occurrence of a Repurchase Event, AFS shall (unless the breach which is the subject of such Repurchase Event AFL shall, unless such breach shall have been cured in all material respectsrespects by the last day of the second Settlement Period after such breach), repurchase such the Receivable relating thereto (whether or not it was the Seller thereof) from the Trust Purchaser and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 2.7(b) of the Sale and Servicing Security Agreement. It is understood and agreed that, except as set forth in Section 6.1, that the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS or AMTN for such breach available to ARFCPurchaser, the Security Insurer, Noteholders, Note Insurer or the Indenture Trustee Collateral Agent on behalf of Noteholdersthe Secured Parties except as otherwise specified in the Insurance Agreement. The provisions of this Section 5.1 are intended to grant the Owner Trustee Collateral Agent and the Indenture Trustee Note Insurer a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 2.7 of the Sale Servicing and Servicing Custodian Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale Servicing and Servicing Agreement or any Subsequent Transfer Custodian Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS as Servicer under the Sale Servicing and Servicing Custodian Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale Servicing and Servicing Custodian Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of Reliance, the occurrence Servicer, the Note Insurer, the Issuer or the Trustee of a Repurchase Event AFL breach of any of the representations and warranties of Reliance contained in Section 2.3(a) that has a material adverse effect on the interests of the Noteholders or the Note Insurer in any Receivable, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of Reliance under this Section 2.4; and provided, further, that any Receivable listed on a certification by a Custodian pursuant to the second or third sentence of Section 3(a) of the Custodian Agreement shall be deemed to be a Receivable for which Reliance has breached the representation and warranty set forth in paragraph 11 or 15, as applicable, of the Schedule of Representations in respect of the related Receivable that has a material adverse effect on the interest of the Noteholders and the Note Insurer. As of the second Accounting Date (or, at Reliance's election, the first Accounting Date) following its discovery or its receipt of notice of any such breach Reliance shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust Issuer and, on or before the related Deposit Date following such Accounting Date, AFL Reliance shall pay the Purchase Amount to the Trust Issuer pursuant to Section 4.5 of the Sale and Servicing Agreement4.4. It is understood and agreed that, except as set forth in Section 6.1, the The obligation of AFL Reliance to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL Reliance for such breach available to ARFCthe Note Insurer (other than as provided in Sections 2.02(q) and 3.04 of the Insurance Agreement), the Security Insurer, Noteholders, or the Indenture Trustee (other than as provided in Section 2.8) on behalf of Noteholders. The provisions the Noteholders or the Noteholders and any breaches of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC representations or warranties with respect to such repurchase obligation. Any such purchase Receivables shall take place in the manner specified in Section 2.6 be deemed cured as of the Sale and Servicing Agreement. Notwithstanding any other provision date of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Eventspurchase.

Repurchase of Receivables Upon Breach of Warranty. Concurrently with the execution and delivery of this Agreement, AFS and the Seller have entered into the Purchase Agreement the rights of the Seller under which have been assigned by the Seller to the Issuer. Under the Purchase Agreement AFS has made the same representations and warranties to the Seller with respect to the Receivables as those made by Seller pursuant to the Schedule of Representations, upon which the Issuer has relied in accepting the Other Conveyed Property and executing the Notes and upon which the Security Insurer has relied in issuing the Policy and upon which the Trustee has relied in authenticating the Notes. Upon discovery by any of AFS, the occurrence Seller, the Servicer, the Security Insurer, the Trustee or the Issuer of a Repurchase Event AFL breach of any of the representations and warranties of the Seller contained in Section 2.4 or of AFS in the Purchase Agreement, the Security Insurer or the Issuer in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of AFS or the Seller. As of the second Accounting Date (or, at AFS's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations which materially and adversely affects the interests of the Noteholders, the Security Insurer or the Issuer in any Receivable (including any Liquidated Receivable) AFS or the Seller shall, unless such breach shall have been cured in all material respects, repurchase purchase such Receivable from the Trust Issuer and, on or before the related Deposit Date, AFL AFS shall pay the Purchase Amount to the Trust Issuer pursuant to Section 4.5 of the Sale and Servicing Agreement4.5. It is understood and agreed that, except as set forth in this Section 6.12.5, the obligation of AFL AFS to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS or the Seller for such breach available to ARFC, the Security Insurer, Noteholders, or the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement Noteholders or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementIssuer. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFLthe Seller or AFS, AFL AFS shall indemnify the Owner TrusteeIssuer, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Security Insurer, the Trust Indenture Collateral Agent, 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Concurrently with the execution and delivery of this Agreement and each Transfer Agreement, respectively, OFL and the Seller have entered into the Purchase Agreement and an Assignment Agreement, the rights of the Seller under which have been assigned by the Seller to the Trust. Under the Purchase Agreement and each Assignment Agreement OFL has made the same representations and warranties to the Seller with respect to the Receivables as those made by Seller pursuant to the Schedule of Representations, upon which the Owner Trustee has relied in accepting the Trust Property in trust and executing the Certificates and Notes and upon which the Indenture Trustee has relied in authenticating the Notes. Upon discovery by any of OFL, the occurrence Seller, the Servicer, the Indenture Trustee or the Owner Trustee of a Repurchase Event AFL breach of any of the representations and warranties contained in Section 2.5 that materially and adversely affects the interests of the Noteholders, the Certificateholders or the Trust in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of OFL or the Seller. As of the second Accounting Date (or, at OFL's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations that materially and adversely affects the interests of the Noteholders, the Certificateholders or the Trust in any Receivable (including any Liquidated Receivable) OFL shall, unless such breach shall have been cured in all material respects, repurchase purchase such Receivable from the Trust and, on or before the related Deposit Date, AFL OFL shall pay the Purchase Amount to the Trust Owner Trustee pursuant to Section 4.5 4.5. The obligations of the Sale Seller with respect to any such breach of representations and Servicing warranties shall be limited to taking any and all actions necessary to enable the Owner Trustee to enforce directly the obligations of OFL under the Purchase Agreement and any Assignment Agreement, as applicable. It is understood and agreed that, except as set forth in this Section 6.12.6, the obligation of AFL OFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL OFL or the Seller for such breach available to ARFC, the Security Insurer, Noteholders, or the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant the Noteholders or the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement on behalf of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementCertificateholders. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFLthe Seller or OFL, AFL OFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security InsurerTrust, the Trust Noteholders and the Noteholders Certificateholders against all reasonable 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Upon (a) The Seller, the occurrence Master Servicer or any Trust Officer of a Repurchase Event AFL shallthe Trustee, as the case may be, shall inform each of the other parties to this Agreement promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.4; PROVIDED, HOWEVER, that the failure to give any such notice shall not derogate from any obligations of the Seller under this Section 3.5. As of the last day of the second (or, if the Seller so elects, the first, or with respect to any exceptions appearing on any exception report delivered by the Trustee, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach (or such longer period not in excess of 120 days, as may be agreed upon by the Trustee and the Master Servicer), unless such breach is cured by such date, the Seller shall have been cured in all material respects, an obligation to repurchase such Receivable from the Trust and, on or before the related Deposit Date, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL cause HAFC to repurchase any Receivable as to in which a breach has occurred the interests of the Certificateholders are materially and is continuing shall, if adversely affected by any such obligation is fulfilled, constitute breach. In consideration of and simultaneously with the sole remedy against AFL for such breach available to ARFCrepurchase of the Receivables, the Security Insurer, NoteholdersSeller shall remit, or cause HAFC to remit, to the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant related Collection Account, the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place Repurchase Amount in the manner specified in Section 2.6 5.4 and the Trustee shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Sale Trust, the Trustee and Servicing the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.4 and the agreement contained in this Section shall be the repurchase of the Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of HAFC to the Seller to repurchase such Receivables pursuant to the Receivables Purchase Agreement. Notwithstanding The Trustee shall not have a duty to conduct any other provision affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section. Pursuant to Section 3.1 of this Agreement, any Subsequent the Seller conveyed to the Trust all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Receivables Purchase Agreement including the Seller's rights under the Receivables Purchase Agreement and the delivery requirements, representations and warranties and the cure or the Sale repurchase obligations of HAFC thereunder. The Seller hereby represents and Servicing Agreement or any Subsequent Transfer Agreement warrants to the contraryTrust that such assignment is valid, enforceable and effective to permit the obligation Trust to enforce such obligations of AFL under this Section shall not terminate upon a termination of AFL as Servicer HAFC under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Receivables Purchase Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon As of the occurrence last day of the second (or, if Originator so elects, the first) month following the discovery by Originator or receipt by Originator of written notice of a Repurchase Event AFL shallEvent, unless the breach which is the subject of such Repurchase Event is cured by such date, Originator will repurchase any Receivable in which the interests of the Noteholders or the Insurer are materially and adversely affected by any such breach shall have been cured as of such date. The "second month" will mean the month following the month in all material respectswhich discovery occurs or written notice is given, and the "first month" will mean the month in which discovery occurs or written notice is given. In consideration of and simultaneously with the repurchase such Receivable from of the Trust andReceivable, on or before Originator will remit to the related Deposit Date, AFL shall pay Collection Account the Purchase Amount to in the Trust pursuant to manner specified in Section 4.5 5.6 of the Sale and Servicing AgreementAgreement and the Issuer will execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. It is understood and agreed that, except as set forth in Section 6.1the immediately following paragraph, the obligation of AFL Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing shallcontinuing, will, if such obligation is fulfilled, constitute the sole remedy against AFL Originator for such breach available to ARFCDepositor, the Security Issuer, the Insurer, the Noteholders, or the Certificateholder, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this This Section 5.1 are is intended to grant the Owner Trustee Issuer and the Indenture Trustee a direct right against AFL Originator to demand performance hereunder, and in connection therewith, AFL Originator waives any requirement of prior demand against ARFC Depositor with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Originator under this Section shall 5.1 will not terminate upon a termination of AFL Originator as Servicer under the Sale and Servicing Agreement and shall will be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC Depositor 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 will have been purchased by AFLOriginator, AFL shall Originator will indemnify the Owner TrusteeDepositor, the Issuer, the Indenture Trustee, the Backup ServicerOwner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Issuer under the related Master Sale and Servicing Agreement by the last day of the first full calendar month following the discovery of such breach by the Seller or receipt by the Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the related Indenture Trustee or the related Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateMaster Collection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the related Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security Insurerrelated Issuer, the related Noteholders, the related Certificateholders, the related Indenture Trustee, on behalf of the related Noteholders or the Indenture related Owner Trustee on behalf of Noteholdersthe related Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the related Indenture Trustee or the related Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the related Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the related Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the related Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable under the related Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the related Issuer under the related Master Sale and Servicing Agreement by the last day of the first full calendar month following the discovery of such breach by Seller or receipt by Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the related Indenture Trustee or the related Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateCollection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the related Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security Insurerrelated Issuer, Noteholdersthe related Secured Parties, or the related Certificateholders, the related Indenture Trustee on behalf of Noteholdersthe related Noteholders or the related Owner Trustee on behalf of the related Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the related Indenture Trustee or the related Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the related Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.and

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, AFS shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS 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 ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.Servicing

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of the occurrence Seller, the Servicer, the Note Insurer or the Indenture Trustee of a Repurchase Event AFL breach of any of the representations and warranties of the Seller contained in Section 2.5(a) that has a material adverse effect on the interests of the Noteholders or the Note Insurer in any Receivable, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of the Seller under this Section 2.6; and provided, further, that the maximum aggregate purchase obligation of the Seller with respect to breaches of the representation and warranty made in clause (C) (II) of paragraph 4 of the Schedule of Representations shall not exceed an amount equal to 10% of the aggregate Principal Balance of all Receivables originated after January 31, 1999. As of the second Accounting Date (or, at the Seller's election, the first Accounting Date) following its discovery or its receipt of notice of any such breach the Seller shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust and, on or before the related Deposit Date following such Accounting Date, AFL the Seller shall pay the Purchase Amount to the Trust pursuant to Section 4.5 4.4. The obligation of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL the Seller for such breach available to ARFCthe Trust, the Security Note Insurer, Noteholders, the Noteholders or the Indenture Trustee on behalf of the Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon be under any duty or obligation to investigate the occurrence of a termination breach of AFL as Servicer under the Sale and Servicing Agreement and shall be performed representation or warranty in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Eventsthis Section 2.6.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event Event, AFL shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust and, on or before the related Deposit Draw Date, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL for such breach available to ARFC, the Security Insurer, Noteholders, Noteholders or the Indenture Trustee on behalf of the Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 2.5 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shallEvent, Originator will, unless the breach which is the subject of such breach shall Repurchase Event will have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL shall pay Originator will deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing shallcontinuing, will, if such obligation is fulfilled, constitute the sole remedy against AFL Originator for such breach available to ARFCSeller, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, or the Certificateholder, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this This Section 5.1 are is intended to grant the Owner Trustee Issuer and the Indenture Trustee a direct right against AFL Originator to demand performance hereunder, and in connection therewith, AFL Originator waives any requirement of prior demand against ARFC Seller with respect to such repurchase obligation. Any such purchase shall repurchase will take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Originator under this Section shall 5.1 will not terminate upon a termination of AFL Originator as Servicer under the Sale and Servicing Agreement and shall will be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC Seller 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 will have been purchased by AFLOriginator, AFL shall Originator will indemnify the Owner TrusteeSeller, the Issuer, the Indenture Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer by the last day of the first full calendar month following the discovery by Seller or receipt by Seller of notice of such breach and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Noteholders, the Certificateholders, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Seller as Master Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Trust Collateral Agent, the Indenture Trustee, the Backup ServicerOwner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon ------------------------------------------------- the occurrence of a Repurchase Event AFL Event, Originator shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer as promptly as possible but in no event later than by the last day of the first full calendar month following the discovery by Originator or receipt by Originator of notice of such breach and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Originator shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Originator for such breach available pursuant to ARFCthis Agreement (subject to the next paragraph of this Section 5.1) to Purchaser, the Security Issuer, the Insurer, the Noteholders, the Certificateholders, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Originator to demand performance hereunder, and in connection therewith, AFL Originator waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Originator under this Section shall not terminate upon a termination of AFL Originator 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 ARFC 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 AFLOriginator, AFL Originator shall indemnify the Owner TrusteeIssuer, the Trust Collateral Agent, the Indenture Trustee, the Backup ServicerOwner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Issuer by the last day of the first full calendar month following the discovery of such breach by the Seller or receipt by the Seller of notice of such breach from any of the Master Servicer, HARC, a Trust Officer of the Trustee or the Owner Trustee and, on simultaneously with the repurchase of the Receivable, Seller shall deposit the Repurchase Amount in full, without deduction or before offset, in the related Deposit DateMaster Collection Account, AFL shall pay the Purchase Amount to the Trust pursuant to Section 4.5 3.2 of the Master Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCHARC, the Security InsurerIssuer, the Noteholders, the Certificateholders, the Trustee, on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and or the Indenture Trustee Issuer a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC HARC with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Master Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Master Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL Household Finance Corporation as Master Servicer under the Master Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Master Servicer or ARFC HARC to perform any of their respective obligations with respect to such Receivable Recivable under the Master Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Originator shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer as promptly as possible but in no event later than by the last day of the first full calendar month following the discovery by Originator or receipt by Originator of notice of such breach and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Originator shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Originator for such breach available pursuant to ARFCthis Agreement (subject to the next paragraph of this Section 5.1) to Purchaser, the Security Issuer, the Insurer, the Noteholders, the Certificateholders, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Originator to demand performance hereunder, and in connection therewith, AFL Originator waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Originator under this Section shall not terminate upon a termination of AFL Originator 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 ARFC 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 AFLOriginator, AFL Originator shall indemnify the Owner TrusteeIssuer, the Trust Collateral Agent, the Indenture Trustee, the Backup ServicerOwner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Concurrently with the execution and delivery of this Agreement or the applicable Subsequent Transfer Agreement, as appropriate, AFL and the Seller have entered into the Purchase Agreements or Subsequent Purchase Agreement, as applicable, the rights of the Seller under which have been assigned by the Seller to the Trust. Under the Purchase Agreements and each Subsequent Purchase Agreement, if applicable, AFL has made the same representations and warranties to the Seller with respect to the Receivables as those made by Seller pursuant to the Schedule of Representations, upon which the Owner Trustee has relied in accepting the Trust Property in trust and executing the Notes and upon which the Security Insurer has relied in issuing the Note Policy and upon which the Indenture Trustee has relied in authenticating the Notes. Upon discovery by any of AFL, the occurrence Seller, the Servicer, the Security Insurer, the Indenture Trustee or the Owner Trustee of a Repurchase Event breach of any of the representations and warranties contained in Section 2.5 that materially and adversely affects the interests of the Noteholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of AFL or the Seller. As of the second Accounting Date (or, at AFL's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations that materially and adversely affects the interests of the Noteholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable), AFL shall, unless such unlesssuch breach shall have been cured in all material respects, repurchase purchase such Receivable from the Trust and, on or before the related Deposit Date, AFL shall pay the Purchase Amount to the Trust Owner Trustee pursuant to Section 4.5 4.5. The obligations of the Sale Seller with respect to any such breach of representations and Servicing warranties shall be limited to taking any and all actions necessary to enable the Owner Trustee to enforce directly the obligations of AFL under the Purchase Agreement or Subsequent Purchase Agreement, as applicable. It is understood and agreed that, except as set forth in this Section 6.12.6, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL or the Seller for such breach available to ARFC, the Security Insurer, Noteholders, Insurer or the Indenture Trustee on behalf of the Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC 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 the Seller or AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event with respect to a Receivable, AFL shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from ARFC or the Trust andapplicable Assignee, as applicable, and on or before the related Deposit DateDate (with respect to a Purchased Receivable) or the related Repurchase Date (with respect to Repurchased Receivables), AFL shall pay deposit the Purchase Amount into the Collection Account as payment to ARFC or such Assignee pursuant to the Trust pursuant to Section 4.5 of the Sale and relevant Servicing AgreementAgreement or other Related Document. It is understood and agreed that, except as set forth in Section 6.16.01, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL for such breach available to ARFC, the any Security Insurer, Noteholdersany Collateral Agent, any such Assignee or the Indenture any Trustee on behalf of Noteholdersits Holders. The provisions of this Section 5.1 5.01 are intended to grant the Owner Trustee and the Indenture Trustee to any such Assignee a direct right against AFL to demand performance hereunder, and in connection therewith, therewith AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and related Servicing AgreementAgreement or other Related Document. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement Related Document to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL as Servicer under the Sale and related Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC to perform any of their respective obligations with respect to such Receivable under the Sale and such Servicing Agreement. In addition to the foregoing and notwithstanding whether or not the related Receivable shall have been purchased by AFL, AFL shall indemnify the Owner Trusteeeach such Assignee, the Indenture Trustee, the each Backup Servicer, the each Collateral Agent, each Security Insurer, the Trust each Trustee and the Noteholders Holders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of the occurrence Seller, the Servicer, the Security Insurer or the Trustee of a Repurchase Event AFL breach of any of the representations and warranties of the Seller contained in Section 3.4, the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of the Seller. As of the second Accounting Date (or, at the Seller's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations which materially and adversely affects the interests of the Certificateholders, the Security Insurer or the Trust in any Receivable (including any Liquidated Receivable) the Seller shall, unless such breach shall have been cured in all material respects, repurchase purchase such Receivable from the Trust and, on or before the related Deposit Date, AFL the Seller shall pay the Purchase Amount to the Trust pursuant to Section 4.5 of the Sale and Servicing Agreement5.4. It is understood and agreed that, except as set forth in this Section 6.13.5, the obligation of AFL the Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL the Seller for such breach available to ARFC, the Security Insurer, Noteholders, or the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement Certificateholders or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementTrust. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by AFLthe Seller, AFL the Seller shall indemnify the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Security Insurer, the Trust and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Upon the ------------------------------------------------- occurrence of a Repurchase Event AFL Event, AFS shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS 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 ARFC 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 AFLAFS, AFL AFS shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders Certificateholder 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL shallEvent, the Originator will, unless the breach which is the subject of such breach shall Repurchase Event will have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL shall pay the Originator will deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 4.5(a)(i) and Section 6.1, the obligation of AFL the Originator to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing shallcontinuing, will, if such obligation is fulfilled, constitute the sole remedy against AFL the Originator for such breach available to ARFCthe Depositor, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, or the Certificateholder, the Indenture Trustee on behalf of Noteholdersthe Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this This Section 5.1 are is intended to grant the Owner Trustee Issuer and the Indenture Trustee a direct right against AFL the Originator to demand performance hereunder, and in connection therewith, AFL the Originator waives any requirement of prior demand against ARFC the Depositor with respect to such repurchase obligation. Any such purchase shall repurchase will take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL the Originator under this Section shall 5.1 will not terminate upon a termination of AFL the Originator as Servicer under the Sale and Servicing Agreement and shall will be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC the Depositor to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to Without limitation of the foregoing and notwithstanding whether the related Receivable shall will have been purchased by AFLthe Originator, AFL shall the Originator will indemnify the Owner TrusteeDepositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Concurrently with the execution and delivery of this Agreement and each Transfer Agreement, respectively, AFL and the Seller have entered into the Purchase Agreement and an Assignment Agreement, the rights of the Seller under which have been assigned by the Seller to the Trust. Under the Purchase Agreement and each Assignment Agreement AFL has made the same representations and warranties to the Seller with respect to the Receivables as those made by Seller pursuant to the Schedule of Representations, upon which the Owner Trustee has relied in accepting the Trust Property in trust and executing the Certificates and Notes and upon which the Indenture Trustee has relied in authenticating the Notes. Upon discovery by any of AFL, the occurrence Seller, the Servicer, the Indenture Trustee or the Owner Trustee of a Repurchase Event breach of any of the representations and warranties contained in Section 2.5 that materially and adversely affects the interests of the Noteholders, the Certificateholders or the Trust in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any obligation of AFL or the Seller. As of the second Accounting Date (or, at AFL's election, the first Accounting Date) following its discovery or its receipt of notice of any breach of the representations and warranties set forth on the Schedule of Representations that materially and adversely affects the interests of the Noteholders, the Certificateholders or the Trust in any Receivable (including any Liquidated Receivable) AFL shall, unless such breach shall have been cured in all material respects, repurchase purchase such Receivable from the Trust and, on or before the related Deposit Date, AFL shall pay the Purchase Amount to the Trust Owner Trustee pursuant to Section 4.5 4.5. The obligations of the Sale Seller with respect to any such breach of representations and Servicing warranties shall be limited to taking any and all actions necessary to enable the Owner Trustee to enforce directly the obligations of AFL under the Purchase Agreement and any Assignment Agreement, as applicable. It is understood and agreed that, except as set forth in this Section 6.12.6, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL or the Seller for such breach available to ARFC, the Security Insurer, Noteholders, or the Indenture Trustee on behalf of Noteholders. The provisions of this Section 5.1 are intended to grant the Noteholders or the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement on behalf of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon a termination of AFL 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 ARFC to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing AgreementCertificateholders. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller or AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security InsurerTrust, the Trust Noteholders and the Noteholders Certificateholders against all reasonable 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Upon Concurrently with the occurrence execution and delivery of a Repurchase Event this Agreement and each Confirmation, as appropriate, AFL shalland the Seller have entered into the Purchase Agreement and an Assignment Agreement, unless such breach shall as applicable, the rights of the Seller under which have been cured in all material respects, repurchase such Receivable from assigned by the Trust and, on or before Seller to the related Deposit DateIssuer. Under the Purchase Agreement and each Assignment Agreement, AFL shall pay has made the Purchase Amount same representations and warranties to the Trust Seller with respect to the Receivables as those made by the Seller pursuant to Section 4.5 the Schedule of Representations, upon which the Sale Issuer has relied in accepting the Receivables and Servicing Agreementthe other Seller Conveyed Property and issuing the Notes and upon which the Security Insurer has relied in issuing the Note Policy and upon which the Indenture Trustee has relied in authenticating the Notes. It is understood and agreed that, except as set forth in Section 6.1Upon discovery by any of AFL, the obligation of AFL to repurchase any Receivable as to which a breach has occurred and is continuing shallSeller, if such obligation is fulfilled, constitute the sole remedy against AFL for such breach available to ARFCServicer, the Security Insurer, Noteholders, or the Indenture Trustee on behalf or the Issuer of Noteholders. The provisions a breach of this Section 5.1 are intended to grant any of the Owner Trustee representations and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified warranties contained in Section 2.6 2.4(c) that materially and adversely affects the interests of the Sale and Servicing Agreement. Notwithstanding any other provision of this AgreementIssuer, any Subsequent Purchase Agreement the Security Insurer or the Sale and Servicing Agreement or Noteholders in any Subsequent Transfer Agreement Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the contraryothers; provided, however, that the failure to give any such notice shall not affect any obligation of AFL under this Section shall not terminate upon a termination or the Seller. On the 15th day following the Seller's discovery or the Seller's receipt of AFL as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure notice of any breach of the Servicer representations and warranties set forth on the Schedule of Representations that materially and adversely affects the interests of the Issuer, the Security Insurer or ARFC to perform the Noteholders in any of their respective obligations Receivable (including any Liquidated Receivable), the Repurchase Date with respect to such Receivable shall be deemed to occur immediately; provided, that any breach of a representation and warranty contained in Paragraph 14, 17 or 27 of the Schedule of Representations with respect to any Receivable shall be deemed to materially and adversely affect the interest of the Issuer in such Receiable and the Repurchase Date with respect to such Receivable shall be deemed to occur on, with respect to a breach of a representation or warranty contained in paragraph 14, the Business Day immediately succeeding the day and, with respect to a breach of a representation or warranty contained in paragraph 17 or 27, on the fifth Business Day immediately succeeding the day upon which, in either case, discovery or receipt of notice of any breach of such representation and warranty shall occur. The obligations of the Seller with respect to any such breach of representations and warranties shall include taking any and all actions necessary to enable the Issuer to enforce directly the obligations of AFL under the Sale and Servicing Purchase Agreement or any Assignment Agreement, as applicable. In addition to the foregoing and notwithstanding whether the related Receivable Receivables shall have been purchased repurchased by AFLthe Seller, AFL the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Backup ServicerIssuer, the Security Insurer, the Trust Agents, the Noteholders, the Owner Trustee and the Noteholders Indenture Trustee 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 events or facts giving rise to such Repurchase Eventsbreach.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders Certificateholder 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the ------------------------------------------------- occurrence of a Repurchase Event AFL Event, AFS shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL AFS shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL AFS to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL AFS for such breach available to ARFCPurchaser, the Security Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of Noteholdersthe Certificateholder. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL AFS to demand performance hereunder, and in connection therewith, AFL AFS waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL AFS under this Section shall not terminate upon a termination of AFL AFS 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 ARFC 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 AFLAFS, AFL AFS shall indemnify the Owner TrusteeIssuer, the Indenture Trust Collateral Agent, the Trustee, the Backup Servicer, the Security Owner Trustee, the Insurer, the Trust Noteholders and the Noteholders Certificateholder 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of the occurrence Seller, the Servicer or the Indenture Trustee of a Repurchase Event AFL breach of any of the representations and warranties of the Seller contained in Section 2.4(a) that has a material adverse effect on the interests of the Noteholders in any Receivable, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of the Seller under this Section 2.5; and provided, further, that the maximum aggregate purchase obligation of the Seller with respect to breaches of the representation and warranty made in clause (C) of paragraph 4 of the Schedule of Representations shall not exceed an amount equal to 10% of the aggregate Principal Balance of all Receivables originated after September 30, 1997. As of the second Accounting Date (or, at the Seller's election, the first Accounting Date) following its discovery or its receipt of notice of any such breach the Seller shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust and, on or before the related Deposit Date following such Accounting Date, AFL the Seller shall pay the Purchase Amount to the Trust pursuant to Section 4.5 4.4. The obligation of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL the Seller for such breach available to ARFCthe Trust, the Security Insurer, Noteholders, Noteholders or the Indenture Trustee on behalf of the Noteholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon be under any duty or obligation to investigate the occurrence of a termination breach of AFL as Servicer under the Sale and Servicing Agreement and shall be performed representation or warranty in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Eventsthis Section 2.5.

Repurchase of Receivables Upon Breach of Warranty. Upon ------------------------------------------------- the occurrence of a Repurchase Event AFL Event, Seller shall, unless the breach which is the subject of such breach Repurchase Event shall have been cured in all material respects, repurchase such the Receivable relating thereto from the Trust Issuer as promptly as possible but in no event later than by the last day of the first full calendar month following the discovery by Seller or receipt by Seller of notice of such breach and, on or before simultaneously with the related Deposit Daterepurchase of the Receivable, AFL Seller shall pay deposit the Purchase Amount in full, without deduction or offset, to the Trust Collection Account, pursuant to Section 4.5 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.16.1 hereof, the obligation of AFL Seller to repurchase any Receivable Receivable, as to which a breach has occurred and is continuing continuing, shall, if such obligation is fulfilled, constitute the sole remedy against AFL Seller for such breach available pursuant to ARFCthis Agreement (subject to the next paragraph of this Section 5.1) to Purchaser, the Security Issuer, the Insurer, the Noteholders, the Certificateholders, the Trust Collateral Agent on behalf of the Noteholders or the Indenture Owner Trustee on behalf of NoteholdersCertificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee Issuer and the Indenture Trustee Trust Collateral Agent a direct right against AFL Seller to demand performance hereunder, and in connection therewith, AFL Seller waives any requirement of prior demand against ARFC Purchaser with respect to such repurchase obligation. Any such purchase repurchase shall take place in the manner specified in Section 2.6 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL Seller under this Section shall not terminate upon a termination of AFL 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 ARFC 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 AFLSeller, AFL Seller shall indemnify the Owner TrusteeIssuer, the Trust Collateral Agent, the Indenture Trustee, the Backup ServicerOwner Trustee, the Security Insurer, the Trust Noteholders and the Noteholders Certificateholders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event AFL with respect to a Receivable, OFL shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from ORFC or the Trust andapplicable Assignee, as applicable, and on or before the related Deposit DateDate (with respect to a Purchased Receivable) or the related Repurchase Date (with respect to Repurchased Receivables), AFL OFL shall pay deposit the Purchase Amount into the Collection Account as payment to ORFC or such Assignee pursuant to the Trust pursuant to Section 4.5 of the Sale and relevant Servicing AgreementAgreement or other Related Document. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL OFL to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL OFL for such breach available to ARFCORFC, the any Security Insurer, Noteholdersany Collateral Agent, any such Assignee or the Indenture any Trustee on behalf of Noteholdersits Holders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee to any such Assignee a direct right against AFL OFL to demand performance hereunder, and in connection therewith, AFL therewith OFL waives any requirement of prior demand against ARFC ORFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and related Servicing AgreementAgreement or other Related Document. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement Related Document to the contrary, the obligation of AFL OFL under this Section shall not terminate upon a termination of AFL OFL as Servicer under the Sale and related Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC ORFC to perform any of their respective obligations with respect to such Receivable under the Sale and such Servicing Agreement. In addition to the foregoing and notwithstanding whether or not the related Receivable shall have been purchased by AFLOFL, AFL OFL shall indemnify the Owner Trusteeeach such Assignee, the Indenture Trustee, the each Backup Servicer, the each Collateral Agent, each Security Insurer, the Trust each Trustee and the Noteholders Holders 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 events or facts giving rise to such Repurchase Events.

Repurchase of Receivables Upon Breach of Warranty. Upon discovery by any of the occurrence Seller, the Servicer or the Trustee of a Repurchase Event AFL breach of any of the representations and warranties of the Seller contained in Section 2.4(a) that has a material adverse effect on the interests of the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of the Seller under this Section 2.5; and provided, further, that the maximum aggregate purchase obligation of the Seller with respect to breaches of the representation and warranty made in clause (C) of paragraph 4 of the Schedule of Representations shall not exceed an amount equal to 10% of the aggregate Principal Balance of all Receivables originated after ________ __, ____. As of the second Accounting Date (or, at the Seller's election, the first Accounting Date) following its discovery or its receipt of notice of any such breach the Seller shall, unless such breach shall have been cured in all material respects, repurchase such Receivable from the Trust and, on or before the related Deposit Date following such Accounting Date, AFL the Seller shall pay the Purchase Amount to the Trust pursuant to Section 4.5 4.4. The obligation of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1, the obligation of AFL Seller to repurchase any Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AFL the Seller for such breach available to ARFCthe Trust, the Security Insurer, Noteholders, Certificateholders or the Indenture Trustee on behalf of Noteholdersthe Certificateholders. The provisions of this Section 5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct right against AFL to demand performance hereunder, and in connection therewith, AFL waives any requirement of prior demand against ARFC with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement, any Subsequent Purchase Agreement or the Sale and Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the obligation of AFL under this Section shall not terminate upon be under any duty or obligation to investigate the occurrence of a termination breach of AFL as Servicer under the Sale and Servicing Agreement and shall be performed representation or warranty in accordance with the terms hereof notwithstanding the failure of the Servicer or ARFC 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 AFL, AFL shall indemnify the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the Trust 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 events or facts giving rise to such Repurchase Eventsthis Section 2.5.