Examples of Exchange Note Purchase Agreement in a sentence
The sole remedy for a breach of a representation or warranty made by the Depositor in Section 3.2(a) is (i) to require the Depositor to reallocate the Lease and Leased Vehicle or Leases and Leased Vehicles under this Section 3.3 or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to reallocate the Lease and Leased Vehicle under Section 3.4 of the Exchange Note Purchase Agreement.
Under Section 2.1, the Depositor has sold and assigned to the Issuer the Depositor's rights under the Exchange Note Purchase Agreement, including the right to require Ford Credit to reallocate any Leases and Leased Vehicles if there is a breach of Ford Credit's representations and warranties.
The Issuer is relying on Ford Credit's representations and warranties in the Exchange Note Purchase Agreement and on the Depositor's representations and warranties in this Section 3.2(a) in purchasing the 2024-B Exchange Note, which representations and warranties will survive the sale and assignment of the 2024-B Exchange Note by the Depositor to the Issuer under this Agreement and the pledge of the 2024-B Exchange Note to the Indenture Trustee under the Indenture.
In addition, the Depositor represents and warrants as of the Closing Date that the representations and warranties about the Leases and Leased Vehicles in the 2024-B Reference Pool in Section 3.3 of the Exchange Note Purchase Agreement are true and correct.
Ford Credit made representations and warranties about the Leases and Leased Vehicles in the 2024-B Reference Pool in Section 3.3 of the Exchange Note Purchase Agreement, and has consented to the sale by the Depositor to the Issuer of the Depositor's rights to these representations and warranties.
Effective on the Closing Date and immediately after the transaction under the Exchange Note Purchase Agreement, and immediately before the transactions under the Trust Agreement and the Indenture, the Depositor sells and assigns to the Issuer, without recourse (other than the Depositor's obligations under this Agreement), all of the Depositor's right, title and interest, whether now owned or later acquired, in the Sold Property.