Common use of Mandatory Repurchase Under Certain Circumstances Clause in Contracts

Mandatory Repurchase Under Certain Circumstances. (a) The Seller shall promptly repurchase from the Buyer all of the Historical Advances for a repurchase price equal to the aggregate Outstanding Balance of all of the Historical Advances, if, at any time, the Buyer shall cease to have a perfected ownership interest in all of the Historical Advances purchased hereunder, free and clear of any Lien imposed by or in respect of Seller, or if any of the representations or warranties made by the Seller in Sections 3.1(b), (c), (f) and (i) prove to have been false or misleading in any material respect as of the date on which they were made, except that, with respect to the representations and warranties in Section 3.1(f), Seller shall be obligated to repurchase the Historical Advances as provided herein only if the failure of such representation and warranty results in any Form UCC-1 filed with respect to the Historical Advances not having been filed in a location effective to perfect a security interest (with respect to general intangibles) against the Seller under the Relevant UCC. (b) If a Repurchase Event occurs with respect to any particular Historical Advance, the Seller shall promptly repurchase such Historical Advance from the Buyer for a purchase price equal to the then Outstanding Balance of such Historical Advance. (c) Each of the Seller and the Buyer shall promptly notify the other if it becomes aware of or receives notice of any fact or circumstance that could or would cause the Seller to be obligated to repurchase any Historical Advance pursuant to this Section 2.5 or any Historical Advance is not otherwise recoverable. The repurchase price of any Historical Advances purchased hereunder shall be deposited by Seller into an account designated by Buyer within two (2) Business Days of Buyer notifying Seller that a Repurchase Event has occurred, or of Seller becoming aware that such Repurchase Event has occurred. (d) Upon receipt by the Buyer of the Outstanding Balance of any Historical Advance required to be repurchased by the Seller pursuant to this Section 2.5, the Buyer shall automatically and without further action, be deemed to sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Historical Advance and all monies due or to become due with respect thereto; and such repurchased Historical Advance shall be treated by the Buyer as collected in full as of the date on which it was transferred. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Historical Advance and all monies due or to become due with respect thereto, pursuant to this Section 2.5. Promptly following any such repurchase, the Seller shall update Schedule 1 to remove therefrom such repurchased Historical Advance, and deliver the same to the Buyer as so updated.

Mandatory Repurchase Under Certain Circumstances. (a) The Seller shall promptly agrees to repurchase from the Buyer all Administrative Agent (as agent for the Owners) each Eligible Loan if at any time the Administrative Agent, on behalf of the Historical Advances for a repurchase price equal to the aggregate Outstanding Balance of all of the Historical AdvancesOwners, if, at any time, the Buyer shall cease to have a perfected ownership interest interest, or a first priority perfected security interest, in all of the Historical Advances purchased hereundersuch Eligible Loan, free and clear of any Lien imposed (except as provided herein), within five days of notice thereof by or in respect of Seller, or if any of the representations or warranties made Administrative Agent. The Repurchase Price shall be paid by the Seller to the Administrative Agent for deposit to the Collateral Account for application in Sections 3.1(b), (c), (f) and (i) prove to have been false or misleading in any material respect as reduction of the date on which they were madeNet Investment. The subject Eligible Loans shall be repurchased, except that, with respect reassigned and reconveyed to the representations and warranties Seller in accordance with the provisions of Section 3.1(f), Seller shall be obligated to repurchase the Historical Advances as provided herein only if the failure of such representation and warranty results in any Form UCC-1 filed with respect to the Historical Advances not having been filed in a location effective to perfect a security interest (with respect to general intangibles) against the Seller under the Relevant UCC2.18 hereof. (b) If a Repurchase Event occurs with respect to any particular Historical Advancean APA Purchaser's Purchase Commitment (as defined in the Revolving Asset Purchase Agreement) terminates and no other APA Purchaser(s) or replacement APA Purchaser(s) accept such terminating APA Purchaser's Purchase Commitment, the Maximum Net Investment shall be automatically reduced by the amount of such APA Purchaser's Purchase Commitment. If, following such reduction of the Maximum Net Investment, the Net Investment is greater than the Maximum Net Investment, the Seller shall promptly agrees to repurchase such Historical Advance from the Buyer for a purchase price equal Administrative Agent sufficient Eligible Loans that upon the payment of the Repurchase Price therefor to the then Outstanding Balance Administrative Agent for deposit to the Collateral Account for application in reduction of such Historical Advancethe Net Investment, the Adjusted Net Investment will be less than the Maximum Net Investment. Such payment or funding shall occur on the date of termination of the APA Purchaser's Purchase Commitment. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof. (c) Each The Seller hereby agrees, with respect to each Eligible Loan transferred to the Administrative Agent (on behalf of the Seller and the Buyer shall promptly notify the other if it becomes aware of or receives notice of any fact or circumstance that could or would cause the Seller to be obligated Owners) hereunder, to repurchase any Historical Advance pursuant such Eligible Loan from the Administrative Agent not later than 364 days following the transfer thereof to this Section 2.5 or any Historical Advance is not otherwise recoverablethe Administrative Agent at a price equal to the Repurchase Price of such Eligible Loan. The Seller also agrees to repurchase price of any Historical Advances purchased hereunder shall be deposited by Seller into an account designated by Buyer (i) each Defaulted Loan within two five (25) Business Days of Buyer notifying Seller such Eligible Loan becoming a Defaulted Loan, (ii) each Eligible Loan (other than a Defaulted Loan or Delinquent Loan) that a Repurchase Event has occurredceases to satisfy the Eligibility Criteria within five (5) Business Days of such failure, and (iii) all Eligible Loans on or of Seller becoming aware that such Repurchase Event has occurred. (d) Upon receipt by before the Buyer termination of the Outstanding Balance Revolving Asset Purchase Agreement or upon the delivery of any Historical Advance required to be repurchased by the Seller a Notice of Termination pursuant to this Section 2.511.2 hereof, the Buyer shall automatically and without further action, be deemed to sell, transfer, assign, set-over and otherwise convey in each case for an amount equal to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Historical Advance and all monies due or to become due Repurchase Price thereof. In connection with respect thereto; and such repurchased Historical Advance shall be treated by the Buyer as collected in full as of the date on which it was transferred. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Historical Advance and all monies due or to become due with respect thereto, pursuant to this Section 2.5. Promptly following any each such repurchase, the Seller shall update Schedule 1 to remove therefrom such repurchased Historical Advance, and deliver the same pay to the Buyer as Administrative Agent an amount equal to the Repurchase Price for such Eligible Loan. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof. (d) If on any day the Net Investment is greater than the Maximum Net Investment then the Seller shall immediately repurchase from the Administrative Agent (on behalf of the Owners) at the respective Repurchase Prices thereof sufficient Eligible Loans so updatedthat, when the aggregate Repurchase Price is deposited into the Collateral Account, the Adjusted Net Investment will be less than or equal to the Maximum Net Investment. The aggregate Repurchase Price shall be deposited to the Collateral Account for application in reduction of the Net Investment. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof.

Mandatory Repurchase Under Certain Circumstances. (a) The Seller shall promptly repurchase from the Buyer all of the Historical Advances Receivables for a repurchase price equal to the aggregate Outstanding Balance of all of the Historical AdvancesReceivables, if, at any time, the Buyer or Fairbanks Funding shall cease to have a perfected ownership interest in all of the Historical Advances Receivables purchased hereunder, free and clear of any Lien imposed by or in respect of Seller, or if any of the representations or warranties made by the Seller in Sections 3.1(b)this Agreement (other than the representations and warranties set forth in Section 3.2 of this Agreement, (c), (f) and (ithe breach of which shall constitute a Repurchase Event) prove to have been false or misleading in any material respect as of the date on which they were made, except that, with respect to the representations and warranties in Section 3.1(f), Seller shall be obligated to repurchase the Historical Advances as provided herein only if the failure of such representation and warranty results in any Form UCC-1 filed with respect to the Historical Advances not having been filed in a location effective to perfect a security interest (with respect to general intangibles) against the Seller under the Relevant UCC. (b) If a Repurchase Event occurs with respect to any particular Historical AdvanceReceivable, the Seller shall promptly repurchase such Historical Advance Receivable from the Buyer for a purchase price equal to the then Outstanding Balance of such Historical AdvanceReceivable. (c) Each of the Seller and the Buyer shall promptly notify the other if it becomes aware of or receives notice of any fact or circumstance that could or would cause the Seller to be obligated to repurchase any Historical Advance Receivable pursuant to this Section 2.5 or any Historical Advance Receivable is not otherwise recoverable. The repurchase price of any Historical Advances Receivables purchased hereunder shall be deposited by Seller into an account designated by Buyer within two (2) Business Days of Buyer notifying Seller that a Repurchase Event has occurred, or of Seller becoming aware that such Repurchase Event has occurred. (d) Upon receipt by the Buyer of the Outstanding Balance of any Historical Advance Receivable required to be repurchased by the Seller pursuant to this Section 2.52.5 or withdrawal from the Escrow Account pursuant to Section 2.2(c) hereof, the Buyer shall automatically and without further actionaction provided that Buyer is required to repurchase such Receivables from Fairbanks Funding pursuant to the Purchase and Contribution Agreement, be deemed to sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Historical Advance and Receivable, all monies due or to become due with respect thereto, including the Related Security and all Collections related to such Receivable, and all proceeds thereof; and such repurchased Historical Advance Receivable shall be treated by the Buyer as collected in full as of the date on which it was transferred. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Historical Advance and Receivable, all monies due or to become due with respect thereto, including the Related Security and all Collections related to such Receivable, pursuant to this Section 2.5. Promptly following any such repurchase, the Seller shall update the Receivables Schedule 1 to remove therefrom such repurchased Historical AdvanceReceivable, and deliver the same to the Buyer as so updated.