Common use of Repurchase of Secured Notes Upon Breach of Warranty Clause in Contracts

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

Repurchase of Secured Notes Upon Breach of Warranty. Upon discovery by the Seller, the Depositor, the Issuing Entity, the Administrator, the AART CARAT Owner Trustee or the AART CARAT Indenture Trustee of a breach of any of the representations and warranties in Section 3.01 4.01 of the Pooling and Administration Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in the any Secured NotesNote, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01 of this Agreement, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 4.01 of the Pooling and Administration Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 5.04 of the Pooling and Administration Agreement to repurchase such Secured Note from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period and shall be paid on such Distribution Date. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Secured Note as to which a breach has occurred and is continuing, and the obligation of the Depositor and the Administrator to enforce the Seller’s obligation to repurchase such Secured Notes pursuant to the Pooling and Administration Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor Depositor, the Administrator or the Seller for such breach available to the Issuing Entity, the Financial Parties, the AART CARAT Owner Trustee or the AART CARAT Indenture Trustee. The Administrator also acknowledges its obligations to repurchase Administrative Secured Notes from the Issuing Entity pursuant to Section 3.04 of the Pooling and Administration Agreement.