Common use of Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend Clause in Contracts

Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend. Any Substitution, Discretionary Sale, Optional Sale or Loan Asset Dividend, or transfer of a Warranty Loan Asset effected pursuant to Sections 2.07(a), (b), (c), (d) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower): (i) the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with (and reflecting) such sale, substitution or repurchase; (ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased or subject to dividend; (iii) no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased, substituted or subject to dividend; (iv) Except with respect to (x) an Optional Sale requiring the additional notice set forth in Section 2.07(c) and (y) a Loan Asset Dividend requiring the additional notice set forth in Section 2.07(d), the Borrower shall give two Business Day’s notice of such sale, substitution or repurchase; (v) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase; (vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; (vii) any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18; (viii) with respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Contribution Agreement for a repurchase therefor; (ix) except with respect to a transfer of a Warranty Loan Asset, if a Suspension Period is continuing, the Administrative Agent has consented in writing to such sale, substitution or repurchase, as applicable, in its sole discretion (provided, that in no event may a Loan Asset Dividend occur during a Suspension Period); (x) except with respect to a transfer of a Warranty Loan Asset, if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Administrative Agent written certification demonstrating that such Substitution, Discretionary Sale or Optional Sale, as the case may be, results in Collateral Quality Improvement (provided, that in no event may a Loan Asset Dividend occur during a CQT Non-Qualification Period); (xi) the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Collateral Agent and the Collateral Custodian in connection with any such sale, substitution, repurchase or dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Asset in connection with such sale, substitution, repurchase or dividend); (xii) with respect to a proposed Loan Asset Dividend, the Borrower and the Servicer shall have delivered, not more than five days’ and at least 2 days’ prior to the related Loan Asset Dividend Date, a Loan Asset Dividend Certificate; and (xiii) with respect to a proposed Loan Asset Dividend, following the effectuation of the Loan Asset Dividend on the Loan Asset Dividend Date, the Administrative Agent shall be satisfied that (1) each Collateral Quality Test has been either maintained or improved, and (2) the Loan Equity Cushion has been maintained.

Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend. Any Substitution, Discretionary Sale, Optional Sale or Loan Asset Dividend, or transfer of a Warranty Loan Asset effected pursuant to Sections 2.07(a), (b), (c), (d) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower): (i) the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with (and reflecting) such sale, substitution or repurchase demonstrating (other than in the case of the transfer of a Warranty Loan Asset) that no Borrowing Base Deficiency will exist following such sale, substitution or repurchase; (ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased or subject to dividend; (iii) no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased, substituted or subject to dividend; (iv) Except with respect to (x) an Optional Sale requiring the additional notice set forth in Section 2.07(c) and (y) a Loan Asset Dividend requiring the additional notice set forth in Section 2.07(d), the Borrower shall give two Business Day’s notice of such sale, substitution or repurchase; (v) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase; (vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; (vii) any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18; (viii) with respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Contribution Agreement for a repurchase therefor; (ix) except with respect to a transfer of a Warranty Loan Asset, if a Suspension Period is continuing, the Administrative Agent has consented in writing to such sale, substitution or repurchase, as applicable, in its sole discretion (provided, that in no event may a Loan Asset Dividend occur during a Suspension Period); (x) except with respect to a transfer of a Warranty Loan Asset, if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Administrative Agent written certification demonstrating that such Substitution, Discretionary Sale or Optional Sale, as the case may be, results in Collateral Quality Improvement (provided, that in no event may a Loan Asset Dividend occur during a CQT Non-Qualification Period); (xi) the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Collateral Agent and the Collateral Custodian in connection with any such sale, substitution, repurchase or dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Asset in connection with such sale, substitution, repurchase or dividend); (xii) with respect to a proposed Loan Asset Dividend, the Borrower and the Servicer shall have delivered, not more than five days’ and at least 2 days’ prior to the related Loan Asset Dividend Date, a Loan Asset Dividend Certificate; and (xiii) with respect to a proposed Loan Asset Dividend, following the effectuation of the Loan Asset Dividend on the Loan Asset Dividend Date, the Administrative Agent shall be satisfied that (1) each Collateral Quality Test has been either maintained or improved, and (2) the Loan Equity Cushion has been maintained.

Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend. Any Substitution, Discretionary Sale, Optional Sale or Loan Asset Dividend, or transfer of a Warranty Loan Asset effected pursuant to Sections 2.07(a), (b), (c), (dd)(i) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower): (i) the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with (and reflecting) such sale, substitution or repurchase; (ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased or subject to dividend; (iii) no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased, substituted or subject to dividend; (iv) Except except with respect to (x) an Optional Sale requiring the additional notice set forth in Section 2.07(c) and (y) a Loan Asset Dividend requiring the additional notice set forth in Section 2.07(d2.07(d)(i), the Borrower shall give two Business Day’s Days’ notice of such sale, substitution or repurchase; (v) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase; (vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; (vii) any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18; (viii) with respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Contribution Agreement for a repurchase therefor; (ix) except with respect to a transfer of a Warranty Loan Asset, if a Suspension Period is continuing, the Administrative Agent has consented in writing to such sale, substitution or repurchase, as applicable, in its sole discretion (provided, that in no event may a Loan Asset Dividend occur during a Suspension Period); (x) except with respect to a transfer of a Warranty Loan Asset, if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Administrative Agent written certification demonstrating that such Substitution, Discretionary Sale, Optional Sale or Optional SaleLoan Asset Dividend, as the case may be, results in Collateral Quality Improvement (provided, that in no event may a Loan Asset Dividend occur during a CQT Non-Qualification Period)Improvement; (xix) the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Collateral Agent Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian in connection with any such sale, substitution, repurchase or dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Asset in connection with such sale, substitution, repurchase or dividend); (xiixi) except as otherwise provided in Section 2.07(j)(ii)(B), with respect to a proposed Loan Asset Dividend, the Borrower and the Servicer shall have delivered, not more than five days’ and at least 2 two days’ prior to the related Loan Asset Dividend Date, a Loan Asset Dividend Certificate; and (xiiixii) with respect to a proposed Loan Asset Dividend, following the effectuation thereof as of the Loan Asset Dividend on the Loan Asset Dividend Date, the Administrative Agent shall be satisfied that (1) each such Loan Asset Dividend results in Collateral Quality Test has been either maintained or improved, and (2) the Loan Equity Cushion has been maintainedImprovement.

Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend. Any Substitution, Discretionary Sale, Optional Sale or Loan Asset Dividend, or transfer of a Warranty Loan Asset effected pursuant to Sections 2.07(a), (b), (c), (dd)(i) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower): (i) the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with (and reflecting) such sale, substitution or repurchase; (ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased or subject to dividend; (iii) no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased, substituted or subject to dividend; (iv) Except except with respect to (x) an Optional Sale requiring the additional notice set forth in Section 2.07(c) and (y) a Loan Asset Dividend requiring the additional notice set forth in Section 2.07(d2.07(d)(i), the Borrower shall give two Business Day’s notice of such sale, substitution or repurchase; (v) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase; (vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; (vii) any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18; (viii) with respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Contribution Agreement for a repurchase therefor; (ix) except with respect to a transfer of a Warranty Loan Asset, if a Suspension Period is continuing, the Administrative Agent has consented in writing to such sale, substitution or repurchase, as applicable, in its sole discretion (provided, that in no event may a Loan Asset Dividend occur during a Suspension Period); (x) except with respect to a transfer of a Warranty Loan Asset, if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Administrative Agent written certification demonstrating that such Substitution, Discretionary Sale, Optional Sale or Optional SaleLoan Asset Dividend, as the case may be, results in Collateral Quality Improvement (provided, that in no event may a Loan Asset Dividend occur during a CQT Non-Qualification Period); (xix) the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Collateral Agent Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian in connection with any such sale, substitution, repurchase or dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Asset in connection with such sale, substitution, repurchase or dividend); (xiixi) with respect to a proposed Loan Asset Dividend, the Borrower and the Servicer shall have delivered, not more than five days’ and at least 2 days’ prior to the related Loan Asset Dividend Date, a Loan Asset Dividend Certificate; and (xiiixii) with respect to a proposed Loan Asset Dividend, following the effectuation thereof as of the Loan Asset Dividend on the Loan Asset Dividend Date, the Administrative Agent shall be satisfied that (1) each such Loan Asset Dividend results in Collateral Quality Test has been either maintained or improved, and (2) the Loan Equity Cushion has been maintainedImprovement.

Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend. Any Substitution, Discretionary Sale, Optional Sale or Loan Asset Dividend, or transfer of a Warranty Loan Asset effected pursuant to Sections 2.07(a), (b), (c), (dd)(i) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower): (i) the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with (and reflecting) such sale, substitution or repurchase; (ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased or subject to dividend; (iii) no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased, substituted or subject to dividend; (iv) Except except with respect to (x) an Optional Sale requiring the additional notice set forth in Section 2.07(c) and (y) a Loan Asset Dividend requiring the additional notice set forth in Section 2.07(d2.07(d)(i), the Borrower shall give two Business Day’s Days’ notice of such sale, substitution or repurchase; (v) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase; (vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; (vii) any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18; (viii) with respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Contribution Agreement for a repurchase therefor; (ix) except with respect to a transfer of a Warranty Loan Asset, if a Suspension Period is continuing, the Administrative Agent has consented in writing to such sale, substitution or repurchase, as applicable, in its sole discretion (provided, that in no event may a Loan Asset Dividend occur during a Suspension Period); (x) except with respect to a transfer of a Warranty Loan Asset, if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Administrative Agent written certification demonstrating that such Substitution, Discretionary Sale, Optional Sale or Optional SaleLoan Asset Dividend, as the case may be, results in Collateral Quality Improvement (provided, that in no event may a Loan Asset Dividend occur during a CQT Non-Qualification Period)Improvement; (xix) the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Collateral Agent Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian in connection with any such sale, substitution, repurchase or dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Asset in connection with such sale, substitution, repurchase or dividend); (xiixi) except as otherwise provided in Section 2.07(j)(ii)(B), with respect to a proposed Loan Asset Dividend, the Borrower and the Servicer shall have delivered, not more than five days’ and at least 2 two days’ prior to the related Loan Asset Dividend Date, a Loan Asset Dividend Certificate; andand DMSLIBRARY01\30388519.v8 (xiiixii) with respect to a proposed Loan Asset Dividend, following the effectuation thereof as of the Loan Asset Dividend on the Loan Asset Dividend Date, the Administrative Agent shall be satisfied that (1) each such Loan Asset Dividend results in Collateral Quality Test has been either maintained or improved, and (2) the Loan Equity Cushion has been maintainedImprovement.

Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend. Any Substitution, Discretionary Sale, Optional Sale or Loan Asset Dividend, or transfer of a Warranty Loan Asset effected pursuant to Sections 2.07(a), (b), (c), (dd)(i) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower): (i) the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with (and reflecting) such sale, substitution or repurchase; (ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased or subject to dividend; (iii) no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased, substituted or subject to dividend; (iv) Except except with respect to (x) an Optional Sale requiring the additional notice set forth in Section 2.07(c) and (y) a Loan Asset Dividend requiring the additional notice set forth in Section 2.07(d2.07(d)(i), the Borrower shall give two Business DayDayDays’s notice of such sale, substitution or repurchase; (v) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase; (vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; (vii) any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18; (viii) with respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Contribution Agreement for a repurchase therefor; (ix) except with respect to a transfer of a Warranty Loan Asset, if a Suspension Period is continuing, the Administrative Agent has consented in writing to such sale, substitution or repurchase, as applicable, in its sole discretion (provided, that in no event may a Loan Asset Dividend occur during a Suspension Period); (x) except with respect to a transfer of a Warranty Loan Asset, if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Administrative Agent written certification demonstrating that such Substitution, Discretionary Sale, Optional Sale or Optional SaleLoan Asset Dividend, as the case may be, results in Collateral Quality Improvement (provided, that in no event may a Loan Asset Dividend occur during a CQT Non-Qualification Period); (xix) the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Collateral Agent Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian in connection with any such sale, substitution, repurchase or dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Asset in connection with such sale, substitution, repurchase or dividend); (xiixi) with respect to a proposed Loan Asset Dividend, the Borrower and the Servicer shall have delivered, not more than five days’ and at least 2 2two days’ prior to the related Loan Asset Dividend Date, a Loan Asset Dividend Certificate; and (xiiixii) with respect to a proposed Loan Asset Dividend, following the effectuation thereof as of the Loan Asset Dividend on the Loan Asset Dividend Date, the Administrative Agent shall be satisfied that (1) each such Loan Asset Dividend results in Collateral Quality Test has been either maintained or improved, and (2) the Loan Equity Cushion has been maintainedImprovement.

Conditions to Sales, Substitutions, Repurchases and Loan Asset Dividend. Any Substitution, Discretionary Sale, Optional Sale or Loan Asset Dividend, or transfer of a Warranty Loan Asset effected pursuant to Sections 2.07(a), (b), (c), (dd)(i) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower): (i) the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent in connection with (and reflecting) such sale, substitution or repurchase; (ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased or subject to dividend;; DMSLIBRARY01\32370595.v1 (iii) no selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the Borrower in the selection of the Loan Assets to be sold, repurchased, substituted or subject to dividend; (iv) Except except with respect to (x) an Optional Sale requiring the additional notice set forth in Section 2.07(c) and (y) a Loan Asset Dividend requiring the additional notice set forth in Section 2.07(d2.07(d)(i), the Borrower shall give two Business Day’s Days’ notice of such sale, substitution or repurchase; (v) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any sale, substitution or repurchase; (vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; (vii) any repayment of Advances Outstanding in connection with any sale, substitution or repurchase of Loan Assets hereunder shall comply with the requirements set forth in Section 2.18; (viii) with respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Contribution Agreement for a repurchase therefor; (ix) except with respect to a transfer of a Warranty Loan Asset, if a Suspension Period is continuing, the Administrative Agent has consented in writing to such sale, substitution or repurchase, as applicable, in its sole discretion (provided, that in no event may a Loan Asset Dividend occur during a Suspension Period); (x) except with respect to a transfer of a Warranty Loan Asset, if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Administrative Agent written certification demonstrating that such Substitution, Discretionary Sale, Optional Sale or Optional SaleLoan Asset Dividend, as the case may be, results in Collateral Quality Improvement (provided, that in no event may a Loan Asset Dividend occur during a CQT Non-Qualification Period)Improvement; (xix) the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Administrative Agent, the Collateral Agent Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian in connection with any such sale, substitution, repurchase or dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Asset in connection with such sale, substitution, repurchase or dividend); (xiixi) except as otherwise provided in Section 2.07(j)(ii)(B), with respect to a proposed Loan Asset Dividend, the Borrower and the Servicer shall have delivered, not more than five days’ and at least 2 two days’ prior to the related Loan Asset Dividend Date, a Loan Asset Dividend Certificate; and (xiiixii) with respect to a proposed Loan Asset Dividend, following the effectuation thereof as of the Loan Asset Dividend on the Loan Asset Dividend Date, the Administrative Agent shall be satisfied that (1) each such Loan Asset Dividend results in Collateral Quality Test has been either maintained or improved, and (2) the Loan Equity Cushion has been maintainedImprovement.