Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, determines that:
(i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member;
(ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time;
(iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company Act;
(iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences;
(v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares;
(vii) it would be in the interest of the Company for the Company to repurchase the Shares; or
(viii) all or any portion of the assets of the Company may be characterized as Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law.
(b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on ...
Mandatory Repurchases. The Board may cause the Company to repurchase the Shares of a Member or of any person acquiring such Shares from or through a Member in the event that the Board determines or has reason to believe that, among other things:
(a) all or part of such Shares have been transferred in violation of this Agreement or such Shares have vested in any person by operation of law as a result of the death, dissolution, bankruptcy or incompetency of a Member;
(b) ownership of such Shares by such Member or other person will cause the Company to be in violation of, or subject the Company or any Member to additional registration or regulation under the securities, commodities, or other laws of the U.S. or any other relevant jurisdiction;
(c) continued ownership of such Shares may be harmful or injurious to the business or reputation of the Company, or may subject the Company or any Members to an undue risk of adverse tax or other fiscal consequences; or
(d) any representation or warranty made by a Member in connection with the acquisition of its Shares was not true when made or has ceased to be true.
Mandatory Repurchases. (a) The Board may cause the Fund to repurchase the Units of a Member or of any person acquiring such Units from or through a Member in the event that the Board determines or has reason to believe that, among other things:
(i) all or part of such Units have been transferred or such Units have vested in any person by operation of law as a result of the death, dissolution, bankruptcy or incompetency of a Member;
(ii) ownership of such Units by such Member or other person will cause the Fund to be in violation of, or subject the Fund or any Member to additional registration or regulation under the securities, commodities, or other laws of the U.S. or any other relevant jurisdiction;
(iii) continued ownership of such Units may be harmful or injurious to the business or reputation of the Fund, or may subject the Fund or any Members to an undue risk of adverse tax or other fiscal consequences;
(iv) any representation or warranty made by a Member in connection with the acquisition of its Units was not true when made or has ceased to be true; or
(v) it would be in the best interests of the Fund for the Fund to cause a mandatory repurchase of such Units.
(b) Members whose Units are mandatorily repurchased by the Fund shall not be entitled to a return of any amount of Sales Charge that was charged in connection with the Member’s purchase of Units.
Mandatory Repurchases. (i) Upon discovery by a Responsible Officer of the Borrower (or the Collateral Manager on its behalf) that a Loan was an Ineligible Loan or that a Loan otherwise constitutes a Warranty Loan as a result of a breach of any representation or warranty of the Borrower regarding such Loan, the party discovering the same shall give prompt written notice to the Collateral Agent, the Administrative Agent and the Collateral Manager. Within ten (10) days of the earlier of its discovery or its receipt of notice of any such Ineligible Loan or Warranty Loan, the Collateral Manager shall (i) promptly cure such breach to the satisfaction of the Administrative Agent, (ii) repurchase the Loan by depositing in the Collection Account an amount equal to the Purchase Price of such Loan plus accrued and unpaid interest thereon or (iii) replace such Loan and substitute therefor one or more Loans in a Substitution satisfying the applicable provisions of Section 2.14(f) of this Agreement.
(ii) The Borrower shall bear all transaction costs incurred in connection with a repurchase or Substitution of Loans effected pursuant to this Agreement.
Mandatory Repurchases. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate).
(b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured by the last day of the first full Collection Period following the discovery thereof, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant, which are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”).
(c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans.
(d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effec...
Mandatory Repurchases. (i) In the event that the Facility Termination Date is extended in accordance with Section 3.05(a), in addition to any other amounts due and payable at any time pursuant to this Agreement or any other Repurchase Document, the Sellers shall make equal quarterly payments, beginning on the date occurring three (3) calendar months after the Initial Termination Date (or if such date is not a Business Day, on the immediately preceding Business Day), in a total amount equal to the aggregate Repurchase Price outstanding as of the Initial Termination Date, unless the aggregate Repurchase Price is paid in full prior to such quarterly payments being due.
(ii) In the event that the weighted average Purchase Rate of all Mortgage Assets exceeds 85.0%, the Sellers shall repurchase such Mortgage Assets as Buyer shall have determined are necessary so that the weighted average Purchase Rate of all Mortgage Assets does not exceed 85.0%; provided, however, that, so long as no Default or Event of Default has occurred, if a Seller specifically notifies Buyer in writing prior to Buyer purchasing a particular Mortgage Asset that purchasing such Mortgage Asset will cause the weighted average Purchase Rate to exceed 85.0% and Buyer approves and purchases such Mortgage Asset, Sellers shall not be required to repurchase any Mortgage Assets based solely on the increased weighted average Purchase Rate caused by the purchase of such Mortgage Asset. Notwithstanding the foregoing, nothing in this subsection shall in any way impair Buyer's ability to issue a Margin Deficit Notice and require satisfaction of any Margin Deficit in the manner and within the time frames as provided in this Agreement.
(iii) In the event that the product of the weighted average LTV of all Mortgage Assets multiplied by the weighted average Purchase Rate of all Mortgage Assets exceeds 80.0%, the Sellers shall repurchase such Mortgage Assets as Buyer shall have determined are necessary so that the weighted average LTV of all Mortgage Assets multiplied by the weighted average Purchase Rate of all Mortgage Assets does not exceed 80.0%.
Mandatory Repurchases. (a) Upon discovery by a Responsible Officer of the Seller, the Purchaser (or the Collateral Manager on its behalf) or the Collateral Agent that a Loan was not an Eligible Loan on its Transfer Date (each such Loan, an “Ineligible Loan”) or that a Loan otherwise constitutes a Warranty Loan as a result of a breach of any representation or warranty of the Seller regarding such Loan, the party discovering the same shall give prompt written notice to the other party hereto or to the parties hereto (if the Collateral Agent is the party providing such notice), the Administrative Agent, the Collateral Agent and the Collateral Manager. Within ten (10) days of the earlier of its discovery or its receipt of notice of any such Ineligible Loan or Warranty Loan, the Seller shall (i) promptly cure such breach to the satisfaction of the Administrative Agent, (ii) repurchase the Loan by depositing in the Collection Account an amount equal to the Transfer Deposit Amount of such Loan or (iii) replace such Loan and substitute therefor one or more Loans in a Substitution satisfying the applicable provisions of Section 2.14 of the Loan Agreement.
(b) The Seller shall bear all transaction costs incurred in connection with a repurchase or Substitution of Loans effected pursuant to this Agreement (including costs under the Loan Agreement).
Mandatory Repurchases. Upon discovery by a Responsible Officer of the Collateral Manager of a breach of the representation set forth in Section 3.2 which materially and adversely affects the value of the Collateral Obligations or the interest of the Noteholders or which materially and adversely affects the interests of the Noteholders in the related Collateral Obligation in the case of a representation and warranty relating to a particular Collateral Obligation (each such Collateral Obligation, an “Ineligible Collateral Obligation”), the Collateral Manager shall give prompt written notice of such breach or failure to the parties hereunder and the Trustee. Within 30 days of the earlier of its discovery or its receipt of notice of any such breach, the Originator shall (a) promptly cure such breach in all material respects, (b) purchase the Collateral Obligation by depositing in the Collection Account, within such 30-day period, an amount equal to the Transfer Deposit Amount of such Collateral Obligation or (c) remove such Collateral Obligation from the Issuer and substitute therefor one or more Substitute Collateral Obligations satisfying the criteria listed under Section 2.5 of this Agreement and Section 12.3 of the Indenture by not later than 30 days after notice or discovery of such breach. Such repurchase and substitution obligations constitute the sole remedy available for a breach of Section 3.2.
Mandatory Repurchases. In the event that the Facility Termination Date is extended in accordance with Section 3.05(a), in addition to any other amounts due and payable at any time pursuant to this Agreement or any other Repurchase Document, Seller shall make equal monthly payments, beginning on the Initial Termination Date (or if such date is not a Business Day, on the next succeeding Payment Date), in a total amount equal to the aggregate Repurchase Price outstanding as of the Initial Termination Date, unless the aggregate Repurchase Price is paid in full prior to such monthly payments being due.
Mandatory Repurchases. Upon discovery by a Responsible Officer of the Collateral Manager of a breach of the representation set forth in Section 4.02 which materially and adversely affects the value of the Collateral Obligations or the interest therein of the Noteholders or the Class A-1 Lenders or which materially and adversely affects the interests of the Noteholders or the Class A-1 Lenders in the related Collateral Obligations in the case of a representation and warranty relating to a particular Collateral Obligation (each such Collateral Obligation, an “Ineligible Collateral Obligation”), the Collateral Manager shall give prompt written notice of such breach or failure to the parties hereunder, the Trustee and the Collateral Agent. Within 30 days of the earlier of the discovery by a Responsible Officer of the Seller of any such breach or its receipt of notice of any such breach from the Collateral Manager or the Buyer, the Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Collateral Obligation by depositing in the Collection Account, within such 30-day period, an amount equal to the Transfer Deposit Amount of such Collateral Obligation or (c) remove such Collateral Obligation from the Buyer and substitute therefor one or more Substitute Collateral Obligations satisfying the criteria listed under Section 2.08 of this Agreement and Section 12.3 of the Indenture by not later than 30 days after notice or discovery of such breach. The Repurchase and Substitution Limit will not apply to any Ineligible Collateral Obligation that is repurchased or substituted by the Seller in connection with a mandatory repurchase or substitution. Such repurchase and substitution obligations constitute the sole remedy available for a breach of Section 3.02.
