Common use of Optional Purchase by the Servicer of Certain Loans; Limitations on Substitution and Repurchase Clause in Contracts

Optional Purchase by the Servicer of Certain Loans; Limitations on Substitution and Repurchase. (a) Subject to the limitations set forth in Section 2.07(b), the Servicer shall have the right, but not the obligation, to purchase any (i) Prepaid Loan, (ii) Charged–Off Loan, (iii) Delinquent Loan, (iv) Loan that has a material covenant default, (v) Loan which has become subject to a Material Modification of the type specified in clause (ii) of the definition thereof, or (vi) Loan that has become subject to a Specified Amendment. In the event of such a purchase, the Servicer shall deposit in the Principal and Interest Account, on the next succeeding Determination Date, an amount equal to the Transfer Deposit Amount for such Loan (or applicable portion thereof) as of the date of such purchase. The Servicer, the Issuer and the Indenture Trustee shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being purchased. (b) In no event may the initial aggregate Outstanding Loan Balance of (i) Prepaid Loans, (ii) Charged–Off Loans, (iii) Delinquent Loans, (iv) Loans that have a material covenant default, and (v) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such Material Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), purchased pursuant to Section 2.07(a) or substituted pursuant to Section 2.04, exceed an amount equal to 20% of the Initial Aggregate Outstanding Loan Balance.

Optional Purchase by the Servicer of Certain Loans; Limitations on Substitution and Repurchase. (a) Subject to the limitations set forth in Section 2.07(b2.08(b), the Servicer shall have the right, but not the obligation, to purchase substitute or repurchase any (i) Prepaid Loan, (ii) Charged–Off Loan, (iiiii) Delinquent Loan, (iviii) Loan that has a material covenant default, (viv) Loan which has become subject to a Material Modification of the type specified in clause (ii) of the definition thereof, or (viv) Loan that has become subject to a Specified Amendment. In the event of such a purchaserepurchase, the Servicer shall deposit in the Principal and Interest Account, on the next succeeding Determination Date, an amount equal to the Transfer Deposit Repurchase Amount for such Loan (or applicable portion thereof) as of the date of such purchase. The Servicer, the Issuer and the Indenture Trustee shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being purchased. (b) In no event may the initial aggregate Outstanding Loan Balance of (i) Prepaid Loans, (ii) Charged–Off Loans, (iii) Delinquent Loans, (iv) all Loans that have a material covenant default, and (v) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such Material Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), purchased pursuant to Section 2.07(a2.08(a) or substituted pursuant to Section 2.04, exceed an amount equal to 20% of the Initial Aggregate Net Purchased Loan Balance; provided that the aggregate Outstanding Loan Balance of all (i) Charged-Off Loans, (ii) Delinquent Loans, (iii) Loans that have a material covenant default and (iv) Loans subject to an amendment, modification, termination, release or similar undertaking entered into for reasons relating to the applicable Obligor’s inability to pay principal or interest, which are the subject of an optional repurchase or substitution by the Servicer may not exceed an amount equal to 10% of the Net Purchased Loan Balance. For the avoidance of doubt, there is no limitation on the aggregate Outstanding Loan Balance of Ineligible Loans which may be subject to mandatory repurchase or substitution pursuant to Section 11.01.

Optional Purchase by the Servicer of Certain Loans; Limitations on Substitution and Repurchase. (a) Subject to the limitations set forth in Section 2.07(b2.08(b), the Servicer shall have the right, but not the obligation, to purchase substitute or repurchase any (i) Prepaid Loan, (ii) Charged–Off Loan, (iiiii) Delinquent Loan, (iviii) Loan that has a material covenant default, (viv) Loan which has become subject to a Material Modification of the type specified in clause (ii) of the definition thereof, or (viv) Loan that has become subject to a Specified Amendment. In the event of such a purchaserepurchase, the Servicer shall deposit in the Principal and Interest Account, on the next succeeding Determination Date, an amount equal to the Transfer Deposit Repurchase Amount for such Loan (or applicable portion thereof) as of the date of such purchase). The Servicer, the Issuer and the Indenture Trustee shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being purchased. (b) In no event may the initial aggregate Outstanding Loan Balance of (i) Prepaid Loans, (ii) Charged–Off Loans, (iii) Delinquent Loans, (iv) all Loans that have a material covenant default, and (v) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such Material Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), purchased pursuant to Section 2.07(a2.08(a) or substituted pursuant to Section 2.04, exceed an amount equal to 20% of the Initial Aggregate Net Purchased Loan Balance; provided that the aggregate Outstanding Loan Balance of all (i) Charged-Off Loans, (ii) Delinquent Loans, (iii) Loans that have a material covenant default and (iv) Loans subject to an amendment, modification, termination, release or similar undertaking entered into for reasons relating to the applicable Obligor’s inability to pay principal or interest, which are the subject of an optional repurchase or substitution by the Servicer may not exceed an amount equal to 10% of the Net Purchased Loan Balance. For the avoidance of doubt, there is no limitation on the aggregate Outstanding Loan Balance of Ineligible Loans which may be subject to mandatory repurchase or substitution pursuant to Section 11.01.

Optional Purchase by the Servicer of Certain Loans; Limitations on Substitution and Repurchase. (a) Subject to the limitations set forth in Section 2.07(b2.08(b), the Servicer shall have the right, but not the obligation, to purchase any (i) Prepaid Loan, (ii) Charged–Off Loan, (iii) Delinquent Loan, (iv) Loan that has a material covenant default, (v) Loan which has become subject to a Material Modification of the type specified in clause (ii) of the definition thereof, thereof or (vi) Loan that has become subject to a Specified Amendment. In the event of such a purchase, the Servicer shall deposit in the Principal and Interest Account, on the next succeeding Determination Date, an amount equal to the Transfer Deposit Amount for such Loan (or applicable portion thereof) as of the date of such purchase. The Servicer, the Issuer and the Indenture Trustee shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being purchased. (b) In no event may the initial aggregate Outstanding Loan Balance of (i) Prepaid Loans, (ii) Charged–Off Loans, (iii) Delinquent Loans, (iv) Loans that have a material covenant default, and (v) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such Material Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), purchased pursuant to Section 2.07(a2.08(a) or substituted pursuant to Section 2.04, exceed an amount equal to 20% of the Initial Aggregate Outstanding Loan Balance.

Optional Purchase by the Servicer of Certain Loans; Limitations on Substitution and Repurchase. (a) Subject to the limitations set forth in Section 2.07(b2.09(b), the Servicer shall have the right, but not the obligation, to purchase any (i) Prepaid Charged-Off Loan, (ii) Charged–Off Delinquent Loan, (iii) Delinquent Loan, (iv) Loan that has a material covenant default, (viv) Loan which has become subject to a Material Modification of the type specified in clause (ii) of the definition thereofModification, or (viv) Loan that has become subject to a Specified Amendment. In the event of such a purchase, the Servicer shall deposit in the Principal and Interest Account, on the next succeeding Determination Date, an amount equal to the Transfer Deposit Amount for such Loan (or applicable portion thereof) as of the date of such purchase. The Servicer, the Issuer and the Indenture Trustee shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Servicer in order to effect the transfer and release of any of the Issuer’s interests in the Loans that are being purchased. (b) In no event may (x) the initial aggregate Outstanding Loan Balance of all Loans purchased pursuant to Section 2.09(a), substituted pursuant to Section 2.04 or sold to an Affiliate of the Issuer pursuant to Section 2.05 exceed an amount equal to 20% of the Expected Aggregate Outstanding Loan Balance or, if less, the Aggregate Outstanding Loan Balance as of the Effective Date; provided that the foregoing limitation shall not apply to Loans substituted by reason of the occurrence of a Substitution Event of the type specified in clause (f) of the definition of such term, or (y) the aggregate Outstanding Loan Balance of (i) Prepaid Charged-Off Loans, (ii) Charged–Off Delinquent Loans, (iii) Delinquent Loans, (iv) Loans that have a material covenant default, and (viv) Loans which have become subject to a Material Modification of the type specified in clause (ii) of the definition thereof (without regard to whether such Material Modification may otherwise constitute a Material Modification of a type specified in clause (i) of the definition thereof), purchased pursuant to Section 2.07(a) or 2.09(a), substituted pursuant to Section 2.04, 2.04 or sold to an Affiliate of the Issuer pursuant to Section 2.05 exceed an amount equal to 2010% of the Initial Expected Aggregate Outstanding Loan BalanceBalance or, if less, the Aggregate Outstanding Loan Balance as of the Effective Date.