Common use of Breach of Certain Representations and Warranties Clause in Contracts

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two Business Days following the earlier of knowledge by the Seller of such Asset becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release to the Seller, without recourse, representation or warranty, the security interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release of such Warranty Asset), at the sole expense of the Servicer, execute such documents and instruments as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release of such Warranty Asset pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two Business Days following the earlier of knowledge by the Seller of such Asset becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicableapplicable (the parties hereto acknowledging that the Turbo Period has commenced on the Turbo Effective Date)) in immediately available funds in an amount equal to the sum (the “Retransfer Price”) of (i) if such deposit is made during the Revolving Period, the amount which, if deposited to the Collection Account on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset ceasing to be an Eligible Asset) to be greater than or equal to zero, (ii) if such deposit is made during the Amortization Period or the Turbo Period, an amount equal to the product of the Outstanding Asset Balance of such Warranty Asset (without giving effect to the first two provisos in the definition of Outstanding Asset Balance) multiplied by the Advance Rate applicable to such Warranty Asset on the Funding Date thereof, (iii) any outstanding Servicer Advances thereon, (iiiiv) any accrued and unpaid interestinterest on such Warranty Asset, (ivv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) vi in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two Business Days following the earlier of knowledge by the Seller of such Asset becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset a Loan is (or becomes) a Warranty AssetLoan, no later than two Business Days following the earlier of knowledge by the applicable Seller of such Asset Loan becoming a Warranty Asset Loan or receipt by the applicable Seller from the Administrative Agent or the Servicer of written notice thereof, the applicable Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account on such date, would cause the Availability as Outstanding Loan Balance of such date (after giving effect to such Warranty Asset) to be greater than or equal to zeroLoan, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, interest and (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or law (b) subject to collectively, the satisfaction of the conditions in Section 2.18, substitute for “Retransfer Price”). Each such Warranty Asset a Substitute Asset. In either of the foregoing instances, each such Warranty Asset Loan and any Related Security may be released from the Collateral (in the applicable Seller’s discretion) and the Borrowing Base Advances Outstanding shall be reduced by the Outstanding Asset Loan Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute AssetLoan. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or (the delivery by the Seller date of a Substitute Asset for each Warranty Asset (such confirmation, the “Retransfer Date”), such Warranty Asset Loan shall not be included in the Borrowing Base Advances Outstanding (and, if and when the applicable Seller elects to accept the retransfer of such Warranty AssetLoan, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral). Upon the Retransfer Date of each Warranty AssetLoan, the Administrative Agent, as agent for the Secured Parties, shall (if and when the applicable Seller elects to accept the retransfer of such Warranty AssetLoan) automatically and without further action be deemed to release to the applicable Seller, without recourse, representation or warranty, the security interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset Loan and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty AssetLoan, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty AssetLoan, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the applicable Seller elects to accept the release of such Warranty AssetLoan), at the sole expense of the Servicer, execute such documents and instruments as may be prepared by the Servicer on behalf of the applicable Seller and take other such actions as shall reasonably be requested by the applicable Seller to effect the release of such Warranty Asset Loan pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two Business Days following the earlier of knowledge by the Seller of such Asset becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds in an amount equal to the sum (the “Retransfer Price”) of (i) if such deposit is made during the Revolving Period, the amount which, if deposited to the Collection Account on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset ceasing to be an Eligible Asset) to be greater than or equal to zero, (ii) if such deposit is made during the Amortization Period, an amount equal to the product of the Outstanding Asset Balance of such Warranty Asset (without giving effect to either of the provisos in the definition of Outstanding Asset Balance) multiplied by the Advance Rate applicable to such Warranty Asset on the Funding Date thereof, (iii) any outstanding Servicer Advances thereon, (iiiiv) any accrued and unpaid interestinterest on such Warranty Asset, (ivv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) vi in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset a Loan is (or becomes) a Warranty AssetLoan, no later than two 10 Business Days following the earlier of knowledge by the Seller of that such Asset becoming Loan is a Warranty Asset Loan or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 2.7 or Section 2.102.8, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account Outstanding Loan Balance of each such Warranty Loan on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereonwith respect to such Warranty Loan, (iii) any accrued and unpaid interestinterest with respect to such Warranty Loan, and (iv) all Hedge Breakage Costs owed required to be paid to the relevant Hedge Counterparty for with respect to any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (vcollectively, the “Retransfer Price”) in with respect to the case retransfer of a Loan, any costs and damages incurred in connection with any violation by such Warranty Loan of any predatory- or abusive-lending lawto the Seller; or (b) subject to the satisfaction of the conditions in Section 2.182.16, substitute for such Warranty Asset Loan a Substitute AssetLoan. In either The Seller shall notify the Administrative Agent and the Trustee of such decision. The Borrowing Base shall immediately be reduced by the foregoing instances, Outstanding Loan Balance of each Warranty Loan. The Seller may (in its discretion) accept retransfer of each such Warranty Loan and all Related Security, and upon such retransfer such Warranty Loan shall no longer be included in the Asset and any Related Security may be released from Pool. If the Collateral Seller has elected (in the Seller’s its discretion) to substitute a Substitute Loan for a Warranty Loan, upon its transfer to the Trustee on behalf of the Purchasers, and the satisfaction of the conditions set forth in Section 2.16, the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Loan Balance of each such Substitute Asset. Upon confirmation of the deposit of Loan and such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset Loan shall be included in the CollateralAsset Pool. Upon the Retransfer Date date of retransfer to the Seller of each Warranty AssetLoan, the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed and pursuant to release Section 9.2 release, transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative AgentTrustee, as agent for the benefit of the Secured Parties in, to and under such Warranty Asset Loan and all future monies due or to become due with respect thereto, the Related SecuritySecurity with respect thereto, all Proceeds of such Warranty AssetLoan, Recoveries Recoveries, gains and Insurance Proceeds relating thereto, all rights to security for any such Warranty AssetLoan, and all Proceeds and products of the foregoing. The Administrative AgentTrustee, as agent for the benefit of the Secured Parties, shall (if and when the Seller elects to accept the release of such Warranty Asset)shall, at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset Loan pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two Business Days following the earlier of knowledge by the Seller of such Asset becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds in an amount equal to the sum (the “Retransfer Price”) of (i) if such deposit is made during the Revolving Period, the amount which, if deposited to the Collection Account on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset ceasing to be an Eligible Asset) to be greater than or equal to zero, (ii) if such deposit is made during the Amortization Period or the Turbo Period, an amount equal to the product of the Outstanding Asset Balance of such Warranty Asset (without giving effect to the proviso in the definition of Outstanding Asset Balance) multiplied by the Advance Rate applicable to such Warranty Asset on the Funding Date thereof, (iii) any outstanding Servicer Advances thereon, (iiiiv) any accrued and unpaid interestinterest on such Warranty Asset, (ivv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) vi in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two (2) Business Days following the earlier of knowledge by the Seller of such Asset Loan becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 2.10 or Section 2.102.11, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account Outstanding Asset Balance of each such Warranty Asset on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, and (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in collectively, the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law“Retransfer Price”); or (b) subject to the satisfaction of the conditions in Section 2.182.19, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative AgentTrustee, as agent for the benefit of the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative AgentTrustee, as agent for on behalf of the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the request and sole expense of the Servicer, execute such documents and instruments of transfer, assignment and release as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller or Servicer to effect the release transfer of such Warranty Asset pursuant to this Section 4.64.6 and the release of the Lien of this Agreement with respect thereto.

Breach of Certain Representations and Warranties. If on any day an Asset a Loan is (or becomes) a Warranty AssetLoan, no later than two (2) Business Days following the earlier of knowledge by the Seller of such Asset Loan becoming a Warranty Asset Loan or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 2.7 or Section 2.102.8, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account Outstanding Loan Balance of each such Warranty Loan on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, and (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in collectively, the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law"Retransfer Price"); or (b) subject to the satisfaction of the conditions in Section 2.182.16, substitute for such Warranty Asset Loan a Substitute AssetLoan. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset Loan and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Loan Balance of each such Warranty Asset Loan and, if applicable, increased by the Outstanding Asset Loan Balance of each Substitute AssetLoan. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset Loan for each Warranty Asset Loan (the “"Retransfer Date”"), such Warranty Asset Loan shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty AssetLoan, the CollateralAsset Pool) and, as applicable, the Substitute Asset Loan shall be included in the CollateralAsset Pool. Upon the Retransfer Date of each Warranty AssetLoan, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty AssetLoan) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset Loan and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty AssetLoan, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty AssetLoan, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty AssetLoan), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset Loan pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on (a) In the event of a breach of any day representation or warranty set forth in Section 4.2 with respect to a Transferred Loan, Related Property and other related Collateral (each such Loan, Related Property and other related Collateral, an Asset is (or becomes) a Warranty Asset“Ineligible Loan”), no later than two Business Days following thirty (30) days after the earlier of (i) knowledge of such breach on the part of the Borrower and (ii) receipt by the Seller Borrower of written notice thereof given by the Deal Agent the Borrower shall either (a) repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of such Asset becoming Ineligible Loan(s) to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Warranty Asset Substitute Loan; provided, however, that no such repayment shall be required to be made with respect to such Ineligible Loan (and such Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such thirty (30) day period, the representations and warranties in Section 4.2 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had become part of the Collateral on such day. Notwithstanding anything contained in this Section 4.3 to the contrary, in the event of a breach of any representation and warranty set forth in Section 4.2 with respect to each Transferred Loan, Related Property and other related Collateral having been (A) granted to the Deal Agent, on behalf of the Secured Parties, free and clear of any Lien of any Person claiming through or under the Borrower and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Borrower, immediately upon the earlier to occur of the discovery of such breach by the Borrower or receipt by the Seller from the Administrative Agent or the Servicer Borrower of written notice thereofof such breach given by the Deal Agent, the Seller Borrower shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds repay Advances Outstanding in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account on such date, would cause the Availability as aggregate Outstanding Loan Balance of such date (after giving effect to such Warranty Asset) to be greater than or equal to zeroIneligible Loan(s), (ii) any accrued and unpaid interest thereon, (iii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Hedge Agreement (collectively, the “Retransfer Price”), and (vthe Deal Agent and the Secured Parties shall release to Borrower any such Ineligible Loan(s) in and relinquish any Lien created pursuant to this Agreement or otherwise, and the case of a LoanSecured Parties shall, any costs and damages incurred in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has taken all necessary corporate action to accomplish such release, but without any violation by such Loan of any predatory- other representation or abusive-lending law; warranty, express or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Assetimplied. In either of the foregoing instances, each the Borrower shall make such Warranty Asset repayment and any Related Security may be released from on and after the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit date of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for repayment, each Warranty Asset (the “Retransfer Date”), such Warranty Asset Ineligible Loan so repaid shall not be included in the Borrowing Base (andCollateral. In consideration of any such release by the Secured Parties, if and when the Seller elects to accept Borrower shall, on the retransfer date of such Warranty Assetrepayment, remit to the Deal Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefore. Upon each such repayment, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Deal Agent, as agent for on behalf of the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release to the SellerBorrower all the right, without recourse, representation or warranty, the security title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset Ineligible Loan(s) and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries proceeds thereof and Insurance Proceeds relating thereto, all rights to security for any such Warranty AssetIneligible Loan, and all Proceeds proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release of such Warranty Asset)Deal Agent shall, at the sole expense of the ServicerBorrower, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller Borrower and take such other such actions as shall reasonably be requested by the Seller Borrower to effect the release transfer of such Warranty Asset Ineligible Loan pursuant to this Section 4.64.3.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two (2) Business Days following the earlier of knowledge by the Seller of such Asset Loan becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account Outstanding Asset Balance of each such Warranty Asset on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, and (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in collectively, the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law“Retransfer Price”); or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative AgentTrustee, as agent for on behalf of the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative AgentTrustee, as agent for the benefit of the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative AgentTrustee, as agent for on behalf of the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the request and sole expense of the Servicer, execute such documents and instruments of transfer, assignment and release as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller or Servicer to effect the release transfer of such Warranty Asset pursuant to this Section 4.64.6 and the release of the Lien of this Agreement with respect thereto.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two Business Days following the earlier of knowledge by the Seller of such Asset becoming a Warranty Asset or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicableapplicable (the parties hereto acknowledging that the Turbo Period has commenced on the Turbo Effective Date)) in immediately available funds in an amount equal to the sum (the “Retransfer Price”) of (i) if such deposit is made during the Revolving Period, the amount which, if deposited to the Collection Account on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset ceasing to be an Eligible Asset) to be greater than or equal to zero, (ii) if such deposit is made during the Amortization Period or the Turbo Period, an amount equal to the product of the Outstanding Asset Balance of such Warranty Asset (without giving effect to the first two provisos in the definition of Outstanding Asset Balance) multiplied by the Advance Rate applicable to such Warranty Asset on the Funding Date thereof, (iii) any outstanding Servicer Advances thereon, (iiiiv) any accrued and unpaid interestinterest on such Warranty Asset, (ivv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) vi in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “"Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset is (or becomes) a Warranty Asset, no later than two Business Days following the earlier of knowledge by the Seller of such Asset becoming a Warranty Asset or receipt by the Seller from the Administrative Agent, any Purchaser Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 or Section 2.10, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “Retransfer Date”), such Warranty Asset shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty Asset, the Collateral) and, as applicable, the Substitute Asset shall be included in the Collateral. Upon the Retransfer Date of each Warranty Asset, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty Asset) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty Asset, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty Asset, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty Asset), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset a Loan is (or becomes) a Warranty AssetLoan, no later than two (2) Business Days following the earlier of knowledge by the Seller of such Asset Loan becoming a Warranty Asset Loan or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 2.7 or Section 2.102.8, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account Outstanding Loan Balance of each such Warranty Loan on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, (iii) any accrued and unpaid interest, and (iv) all Hedge Breakage Costs owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in collectively, the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law“Retransfer Price”); or (b) subject to the satisfaction of the conditions in Section 2.182.16, substitute for such Warranty Asset Loan a Substitute AssetLoan. In either of the foregoing instances, the Seller may (in its discretion) accept retransfer of each such Warranty Asset Loan and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Loan Balance of each such Warranty Asset Loan and, if applicable, increased by the Outstanding Asset Loan Balance of each Substitute AssetLoan. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset Loan for each Warranty Asset Loan (the “Retransfer Date”), such Warranty Asset Loan shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty AssetLoan, the CollateralAsset Pool) and, as applicable, the Substitute Asset Loan shall be included in the CollateralAsset Pool. Upon the Retransfer Date of each Warranty AssetLoan, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty AssetLoan) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset Loan and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty AssetLoan, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty AssetLoan, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty AssetLoan), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset Loan pursuant to this Section 4.6.

Breach of Certain Representations and Warranties. If on any day an Asset a Loan is (or becomes) a Warranty AssetLoan, no later than two (2) Business Days following the earlier of knowledge by the Seller of such Asset Loan becoming a Warranty Asset Loan or receipt by the Seller from the Administrative Agent or the Servicer of written notice thereof, the Seller shall either: (a) make a deposit to the Collection Account (for allocation pursuant to Section 2.9 2.7 or Section 2.102.8, as applicable) in immediately available funds in an amount equal to the sum of (i) the amount which, if deposited to the Collection Account Outstanding Loan Balance of each such Warranty Loan on such date, would cause the Availability as of such date (after giving effect to such Warranty Asset) to be greater than or equal to zero, (ii) any outstanding Servicer Advances thereon, thereon and (iii) any accrued and unpaid interest, (iv) all Hedge Breakage Costs owed to collectively, the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedging Agreement and (v) in the case of a Loan, any costs and damages incurred in connection with any violation by such Loan of any predatory- or abusive-lending law; or (b) subject to the satisfaction of the conditions in Section 2.18, substitute for such Warranty Asset a Substitute Asset. In either of the foregoing instances, each such Warranty Asset and any Related Security may be released from the Collateral (in the Seller’s discretion) and the Borrowing Base shall be reduced by the Outstanding Asset Balance of each such Warranty Asset and, if applicable, increased by the Outstanding Asset Balance of each Substitute Asset"Retransfer Price"). Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Seller of a Substitute Asset for each Warranty Asset (the “"Retransfer Date”"), such Warranty Asset Loan shall not be included in the Borrowing Base (and, if and when the Seller elects to accept the retransfer of such Warranty AssetLoan, the Collateral) and, as applicable, the Substitute Asset shall be included in the CollateralPool). Upon the Retransfer Date of each Warranty AssetLoan, the Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the retransfer of such Warranty AssetLoan) automatically and without further action be deemed to release transfer, assign and set-over to the Seller, without recourse, representation or warranty, all the security right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under such Warranty Asset Loan and all future monies due or to become due with respect thereto, the Related Security, all Proceeds of such Warranty AssetLoan, Recoveries and Insurance Proceeds relating thereto, all rights to security for any such Warranty AssetLoan, and all Proceeds and products of the foregoing. The Administrative Agent, as agent for the Secured Parties, shall (if and when the Seller elects to accept the release retransfer of such Warranty AssetLoan), at the sole expense of the Servicer, execute such documents and instruments of transfer as may be prepared by the Servicer on behalf of the Seller and take other such actions as shall reasonably be requested by the Seller to effect the release transfer of such Warranty Asset Loan pursuant to this Section 4.6.