Common use of Optional Repurchases Clause in Contracts

Optional Repurchases. In addition to the right to substitute for any Collateral Obligations that become subject to a Substitution Event, the Transferor shall have the right, but not the obligation, to repurchase from the Retention Holder and cause the Retention Holder to repurchase from the Issuer and convey to the Transferor any such Collateral Obligation subject to the Repurchase and Substitution Limit and the applicable provisions set forth in Sections 12.3 and 12.4 of the Indenture. In the event of such a repurchase, the Transferor shall deposit in the Collection Account an amount equal to the Transfer Deposit Amount for such Collateral Obligation (or applicable portion thereof) as of the date of such repurchase (with the amount of the Transfer Deposit Amount representing the outstanding principal balance of the repurchased Collateral Obligation being deposited into the Principal Collection Subaccount and the amount of the Transfer Deposit Amount representing accrued interest being deposited into the Interest Collection Subaccount, regardless of whether such amounts are deemed to be capital contributions). The Transferor, the Retention Holder and the Issuer and, at the written direction of the Issuer, the Trustee, shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Transferor or by the Collateral Manager in order to effect the transfer and release of any of the Issuer’s and Retention Holder’s interests in the Collateral Obligations (together with the Assets related thereto) that are being repurchased and the release thereof from the lien of the Indenture and from any security interests therein granted pursuant to this Agreement. To the extent any cash or other property received by the Issuer from the Retention Holder in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention Holder.

Optional Repurchases. In addition to the right to substitute for any Collateral Obligations that become subject to a Substitution Event, the Transferor shall have the right, but not the obligation, to repurchase from the Retention Holder and cause the Retention Holder to repurchase from the Issuer and convey to the Transferor any such Collateral Obligation subject to the Repurchase and Substitution Limit and the applicable provisions set forth in Sections 12.3 and 12.4 of the Indenture. In the event of such a repurchase, the Transferor shall deposit in the Collection Account an amount equal to the Transfer 00000000.0.XXXXXXXX 30 Deposit Amount for such Collateral Obligation (or applicable portion thereof) as of the date of such repurchase (with the amount of the Transfer Deposit Amount representing the outstanding principal balance of the repurchased Collateral Obligation being deposited into the Principal Collection Subaccount and the amount of the Transfer Deposit Amount representing accrued interest being deposited into the Interest Collection Subaccount, regardless of whether such amounts are deemed to be capital contributions). The Transferor, the Retention Holder and the Issuer and, at the written direction of the Issuer, the Trustee, shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Transferor or by the Collateral Manager in order to effect the transfer and release of any of the Issuer’s and Retention Holder’s interests in the Collateral Obligations (together with the Assets related thereto) that are being repurchased and the release thereof from the lien of the Indenture and from any security interests therein granted pursuant to this Agreement. To the extent any cash or other property received by the Issuer from the Retention Holder in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention Holder.

Optional Repurchases. In addition to the right to substitute for any Collateral Obligations that become subject to a Substitution Event, the Transferor shall have the right, but not the obligation, to repurchase from the U.S. Retention Holder and cause the U.S. Retention Holder to repurchase from the Issuer and convey to the Transferor any such Collateral Obligation subject to the Repurchase and Substitution Limit and the applicable provisions set forth in Sections 12.3 and 12.4 of the IndentureIndenture with the consent of the Collateral Manager (so long as MidCap Financial Investment Corporation is the Collateral Manager). In the event of such a repurchase, the Transferor shall deposit in the Collection Account an amount equal to the Transfer Deposit Amount for such Collateral Obligation (or applicable portion thereof) as of the date of such repurchase (with the amount of the Transfer Deposit Amount fair market value representing the outstanding principal balance of the repurchased Collateral Obligation being deposited into the Principal Collection Subaccount and the amount of the Transfer Deposit Amount representing accrued interest being deposited into the Interest Collection Subaccount, regardless of whether such amounts are deemed to be capital contributions). The Transferor, the U.S. Retention Holder and the Issuer and, at the written direction of the Issuer, the Trustee, shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Transferor or by the Collateral Manager in order to effect the transfer and release of any of the Issuer’s and the U.S. Retention Holder’s interests in the Collateral Obligations (together with the Assets related thereto) that are being repurchased and the release thereof from the lien of the Indenture and from any security interests therein granted pursuant to this Agreement. To the extent any cash or other property received by the Issuer from the U.S. Retention Holder in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the U.S. Retention Holder to the Issuer, and to the extent any cash or other property received by the U.S. Retention Holder from the Transferor in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the U.S. Retention Holder.

Optional Repurchases. In addition to the right to substitute for any Collateral Obligations that become subject to a Substitution Event, the Transferor (a) Buyer shall have the right, but not the obligation, option to require Seller to repurchase all of Buyer's rights, titles, and interests in, to, and under all Receivables created pursuant to certain Accounts designated by Buyer (the "Removed Accounts"); provided that, Buyer shall only be entitled to require such repurchase (i) if Buyer is able to effect a retransfer of such Receivables from the Retention Holder Trust in compliance with Sections 2.7 or 10.2 of the Servicing Agreement, and cause the Retention Holder to repurchase from the Issuer (ii) if Buyer and convey Seller mutually agree as to the Transferor any such Collateral Obligation subject designation of the Removed Accounts. On or before the fifth Business Day (the "Repurchase Notice Date") prior to the Repurchase and Substitution Limit and date on which the applicable provisions set forth in Sections 12.3 and 12.4 Removed Accounts will be designated by Buyer, Buyer shall give Seller written notice of its election to require Seller to so repurchase the Receivables of the IndentureRemoved Accounts on the date specified in such notice (the "Repurchase Date"). In The Repurchase Price for an optional repurchase effected pursuant to this Section 6.2(a) shall be: (i) for Receivables purchased pursuant to Section 2.7 of the event of such a repurchaseServicing Agreement, the Transferor shall deposit in the Collection Account an amount equal to the Transfer Deposit Amount unpaid Principal Receivables repurchased on the Repurchase Date and (ii) for such Collateral Obligation (or applicable portion thereof) as Receivables purchased pursuant to Section 10.2 of the date of such repurchase (Servicing Agreement, an amount equal to the "deposit amount" paid in compliance with the amount Section 10.2 of the Transfer Deposit Amount representing the outstanding principal balance of the repurchased Collateral Obligation being deposited into the Principal Collection Subaccount Servicing Agreement. Upon execution and the amount of the Transfer Deposit Amount representing accrued interest being deposited into the Interest Collection Subaccount, regardless of whether such amounts are deemed to be capital contributions). The Transferor, the Retention Holder and the Issuer and, at the written direction of the Issuer, the Trustee, shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Transferor or by the Collateral Manager in order to effect the transfer and release delivery of any of the Issuer’s and Retention Holder’s interests Reconveyance effecting any repurchase as contemplated in the Collateral Obligations (together with the Assets related thereto) that are being repurchased and the release thereof this Section 6.2(a), Buyer shall have no further right, title, or interest in any Receivables from the lien of the Indenture and from any security interests therein granted pursuant to this Agreement. To the extent any cash or other property received by the Issuer from the Retention Holder in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention HolderRemoved Accounts.

Optional Repurchases. In addition Subject to the right to substitute for payment of any Collateral Obligations LIBOR breakage costs and any other fee or payment then due in accordance with terms hereof, the Seller may repurchase Purchased Assets, without penalty or premium (other than any fees payable), in whole on any date and in part on any date so long as (i) no Margin Deficit, Default or Event of Default shall have occurred and then be continuing and (ii) provided that become the aggregate Letter of Credit Liability plus the aggregate Repurchase Price of all Purchased Assets subject to Transactions then outstanding, after giving effect to any such repurchase, shall not exceed the aggregate Asset Value of all remaining Purchased Assets subject to Transactions then outstanding; provided, however, that the Seller may deposit in a Substitution Eventcash collateral account opened with the Agent an amount (in U.S. Dollars) equal to the amount necessary to reduce the Letter of Credit Liability such that the foregoing clause (ii) is satisfied. If the Seller intends to make any such repurchase, the Transferor Seller shall have the right, but not the obligation, to repurchase from the Retention Holder and cause the Retention Holder to repurchase from the Issuer and convey give one (1) Business Day’s prior written notice thereof to the Transferor Agent, which notice shall specifically identify any Purchased Assets to be repurchased in whole. The Repurchase Price specified in any such Collateral Obligation notice shall be due and payable on the date specified therein, and, upon payment thereof, such amount shall be applied (i) with respect to Purchased Assets being repurchased in whole, subject to Section 3.04(c), to the Repurchase and Substitution Limit and the applicable provisions set forth in Sections 12.3 and 12.4 Price of the Indenture. In Purchased Assets identified by the event of such a repurchaseSeller and (ii) with respect to repurchases made in part, the Transferor shall deposit in the Collection Account an amount equal pro rata to the Transfer Deposit Amount for such Collateral Obligation (or applicable portion thereof) as Repurchase Price of the date of such repurchase (with the amount of the Transfer Deposit Amount representing the outstanding principal balance of the repurchased Collateral Obligation being deposited into the Principal Collection Subaccount and the amount of the Transfer Deposit Amount representing accrued interest being deposited into the Interest Collection Subaccount, regardless of whether such amounts are deemed to be capital contributions). The Transferor, the Retention Holder and the Issuer and, at the written direction of the Issuer, the Trustee, shall execute and deliver such instruments, consents or other documents and perform all acts reasonably requested by the Transferor or by the Collateral Manager in order to effect the transfer and release of any of the Issuer’s and Retention Holder’s interests in the Collateral Obligations (together with the Assets related thereto) that are being repurchased and the release thereof from the lien of the Indenture and from any security interests therein granted pursuant to this Agreement. To the extent any cash or other property received by the Issuer from the Retention Holder in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Retention Holder to the Issuer, and to the extent any cash or other property received by the Retention Holder from the Transferor in connection with such a repurchase exceeds the fair market value of the repurchased Collateral Obligation, such excess shall be deemed a capital contribution from the Transferor to the Retention HolderPurchased Assets.