Common use of Replacement of Buyers Clause in Contracts

Replacement of Buyers. If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required to pay any additional amount to any Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 7, (iii) any Buyer defaults in its obligation to fund Transactions hereunder, or (iv) any Buyer becomes the subject of a bankruptcy or insolvency proceeding; then the Seller may, at its sole expense and effort, upon notice to such Buyer and the Agent, require such Buyer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 22.17), all of its interests, rights and obligations under this Agreement and the related Repurchase Documents to an assignee that shall assume such obligations (which assignee may be another Buyer, if such other Buyer accepts such assignment), provided that: (a) the Seller shall have paid to the Agent the assignment fee specified in Section 22.17; (b) the exiting Buyer shall have received payment of an amount equal to its Pro Rata Share of the Aggregate Outstanding Purchase Price, accrued and unpaid Price Differential, fees and all other amounts payable to it hereunder and under the other Repurchase Documents; (c) in the case of any such assignment resulting from a claim for compensation under Section 6.4 or 7 or payments required to be made pursuant to Section 6.4 or 7, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with any Law. A Buyer shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Buyer or otherwise, the circumstances entitling the Seller to require such assignment and delegation cease to apply.

Replacement of Buyers. If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required to pay any additional amount to any Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 7, (iii) any Buyer defaults in its obligation to fund Transactions hereunder, or (iv) any Buyer becomes the subject of a bankruptcy or insolvency proceeding; then the Seller may, at its sole expense and effort, upon notice to such any Defaulting Buyer and the Agent, require such Defaulting Buyer to assign and delegateassign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 22.17)recourse, all of its interests, rights and obligations under this Agreement the Transaction Agreements (including its Individual Buyer Balance (if any), its Individual Committed Limit, its Individual Funding Limit and the related Repurchase Documents any undivided fractional interest it may own with respect to an assignee any Transaction Portfolio) to one or more existing Buyers or new Buyers that shall is willing to assume such obligations obligations; provided that (which assignee may be another Buyer, if such other Buyer accepts such assignment), provided that: (ai) the Seller shall have paid received the prior written consent of Agent with respect to the Agent the assignment fee specified in Section 22.17; any new Buyer, which consent shall not unreasonably be withheld or delayed, (bii) the exiting such Defaulting Buyer shall have received payment of an amount equal to its Pro Rata Share of the Aggregate Outstanding Purchase Price, Individual Buyer Balance and accrued and unpaid Price Differential, fees and all other amounts payable to it hereunder and under the other Repurchase Documents; Transaction Agreements (cwhich may be paid by the applicable assignee and/or by Seller) in the case of any such assignment resulting from a claim for compensation under Section 6.4 or 7 or payments required to be made pursuant to Section 6.4 or 7, such assignment will result in a reduction in such compensation or payments thereafter; and and (diii) such assignment does not conflict with any applicable Law. A No Buyer shall not be required to make any such assignment or delegation if, if prior thereto, as a result of a waiver by such Buyer or otherwiseshall have ceased to be a Defaulting Buyer in accordance with Section 4.5(c). Each Party agrees that an assignment required pursuant to this Section 4.5(b) may be effected pursuant to assignment documentation executed by Seller, Agent and the circumstances entitling assignee and that the Seller Defaulting Buyer required to require make such assignment need not be a party thereto. Upon such assignment, Schedule 4 shall be automatically revised to reflect the respective “Funding Limit” and delegation cease to apply“Committed Limit” of each Buyer that remains a party hereto.

Replacement of Buyers. 16.1 If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required entitled to pay any additional amount to any Buyer or any Governmental Authority for the account of any replace a Buyer pursuant to Section 7the provisions of Sections 2.11(d), (iii13.4, or 13.7(b) if any Buyer defaults in its obligation to fund Transactions hereunderis a Defaulting Buyer or a Non-Consenting Buyer, or (iv) any Buyer becomes the subject of a bankruptcy or insolvency proceeding; then the Seller may, at its sole expense and effort, upon notice to such Buyer and the Administrative Agent, require such Buyer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 22.1718.5), all of its interests, rights (other than its existing rights to payments pursuant to Sections 12.3, 13.1, 13.2, 13.3 and 13.5) and obligations under this Agreement and the related Repurchase Documents Principal Agreements to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Buyer, if such other a Buyer accepts such assignment), provided provided, that: (a) the Administrative Agent consents to such assignment (such consent not to be unreasonably withheld); (b) the Seller shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 22.1718.5(b); (bc) the exiting such Buyer shall have received payment of an amount equal to the outstanding principal of its Pro Rata Share of the Aggregate Outstanding Purchase PriceTransactions, accrued and unpaid Price Differentialinterest thereon, accrued fees and all other amounts payable to it hereunder and under the other Repurchase DocumentsPrincipal Agreements from the assignee (to the extent of such outstanding principal and accrued Price Differential and fees) or the Seller (in the case of all other amounts); (cd) in the case of any such assignment resulting from a claim for compensation under Section 6.4 13.5 or 7 13.6 or payments required to be made pursuant to Section 6.4 or 713.1, such assignment will result in a reduction in such compensation or payments thereafter; and; (de) such assignment does not conflict with any Lawapplicable Laws; and (f) in the case of an assignment resulting from a Buyer becoming a Non-Consenting Buyer, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Buyer shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Buyer or otherwise, the circumstances entitling the Seller to require such assignment and delegation cease to apply.

Replacement of Buyers. (a) If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required to pay any additional amount to any becomes a Defaulting Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 7, (iii) any Buyer defaults in its obligation to fund Transactions hereunder, or (iv) any Buyer becomes does not consent to a modification or waiver of the subject terms of a bankruptcy this Agreement or insolvency proceeding; then the other Facility Papers requested by the Agent, or otherwise fails to give its consent to an action requested by the Seller hereunder and, in each case, the Required Buyers have given their consent then, provided no Default or Event of Default has occurred and is continuing, the Seller may, at its sole expense and effort, upon notice to such Buyer and the Agent, require such Buyer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, set forth in Section 22.17), ) all of its interests, rights and obligations under this Agreement and the related Repurchase Documents to an assignee that shall assume such obligations (which assignee may be another Buyer) that shall assume such obligations; provided, if such other Buyer accepts such assignment), provided that: that (ax) the Seller shall have paid to received the Agent prior written consent of the assignment fee specified in Section 22.17; Agent, which consent shall not be unreasonably withheld and (by) the exiting such Buyer shall have received payment of an amount equal to its Pro Rata Share the Repurchase Price of the Aggregate Outstanding Purchase Price, all Transactions funded by it together with accrued and unpaid Price Differential, fees Fees and all other amounts payable to it hereunder and under hereunder, from the other Repurchase Documents; assignee (c) in the case of any such assignment resulting Repurchase Price and Fees) and from a claim for compensation under Section 6.4 or 7 or payments required to be made pursuant to Section 6.4 or 7, such assignment will result the Seller (in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with any Lawthe case of all other amounts). A Buyer shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Buyer or otherwise, the circumstances entitling the Seller to require such assignment and delegation cease to applyapply 108 Bodman_16842095_7 (b) The Agent shall reasonably cooperate in effectuating the replacement of any Buyer under this Section 26.4 but at no time shall the Agent be obligated to initiate any such replacement.

Replacement of Buyers. (a) If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required to pay any additional amount to any becomes a Defaulting Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 7, (iii) any Buyer defaults in its obligation to fund Transactions hereunder, or (iv) any Buyer becomes does not consent to a modification or waiver of the subject terms of a bankruptcy this Agreement or insolvency proceeding; then the other Transaction Documents requested by the Agent, or otherwise fails to give its consent to an action requested by the Seller hereunder and, in each case, the Required Buyers have given their consent then, provided no Default or Event of Default has occurred and is continuing, the Seller may, at its sole expense and effort, upon notice to such Buyer and the Agent, require such Buyer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, set forth in Section 22.17), ) all of its interests, rights and obligations under this Agreement and the related Repurchase Documents to an assignee that shall assume such obligations (which assignee may be another Buyer) that shall assume such obligations; provided, if such other Buyer accepts such assignment), provided that: that (ax) the Seller shall have paid to received the Agent prior written consent of the assignment fee specified in Section 22.17; Agent, which consent shall not be unreasonably withheld and (by) the exiting such Buyer shall have received payment of an amount equal to its Pro Rata Share the Repurchase Price of the Aggregate Outstanding Purchase Price, all Transactions funded by it together with accrued and unpaid Price Differential, fees Fees and all other amounts payable to it hereunder and under hereunder, from the other Repurchase Documents; assignee (c) in the case of any such assignment resulting Repurchase Price and Fees) and from a claim for compensation under Section 6.4 or 7 or payments required to be made pursuant to Section 6.4 or 7, such assignment will result the Seller (in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with any Lawthe case of all other amounts). A Buyer shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Buyer or otherwise, the circumstances entitling the Seller to require such assignment and delegation cease to apply. (b) The Agent shall reasonably cooperate in effectuating the replacement of any Buyer under this Section 26.4 but at no time shall the Agent be obligated to initiate any such replacement.

Replacement of Buyers. (a) If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required to pay any additional amount to any becomes a Defaulting Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 7, (iii) any Buyer defaults in its obligation to fund Transactions hereunder, or (iv) any Buyer becomes does not consent to a modification or waiver of the subject terms of a bankruptcy this Agreement or insolvency proceeding; then the other Facility Papers requested by the Agent, or otherwise fails to give its consent to an action requested by the Seller hereunder and, in each case, the Required Buyers have given their consent then, provided no Default or Event of Default has occurred and is continuing, the Seller may, at its sole expense and effort, upon notice to such Buyer and the Agent, require such Buyer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, set forth in Section 22.17), ) all of its interests, rights and obligations under this Agreement and the related Repurchase Documents to an assignee that shall assume such obligations (which assignee may be another Buyer) that shall assume such obligations; provided, if such other Buyer accepts such assignment), provided that: that (ax) the Seller shall have paid to received the Agent prior written consent of the assignment fee specified in Section 22.17; Agent, which consent shall not be unreasonably withheld and (by) the exiting such Buyer shall have received payment of an amount equal to its Pro Rata Share the Repurchase Price of the Aggregate Outstanding Purchase Price, all Transactions funded by it together with accrued and unpaid Price Differential, fees Fees and all other amounts payable to it hereunder and under hereunder, from the other Repurchase Documents; assignee (c) in the case of any such assignment resulting Repurchase Price and Fees) and from a claim for compensation under Section 6.4 or 7 or payments required to be made pursuant to Section 6.4 or 7, such assignment will result the Seller (in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with any Lawthe case of all other amounts). A Buyer shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Buyer or otherwise, the circumstances entitling the Seller to require such assignment and delegation cease to apply.apply (b) The Agent shall reasonably cooperate in effectuating the replacement of any Buyer under this Section 26.4 but at no time shall the Agent be obligated to initiate any such replacement. 27

Replacement of Buyers. (a) If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required to pay any additional amount to any becomes a Defaulting Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 7, (iii) any Buyer defaults in its obligation to fund Transactions hereunder, or (iv) any Buyer becomes does not consent to a modification or waiver of the subject terms of a bankruptcy this Agreement or insolvency proceeding; then the other Facility Papers requested by the Agent, or otherwise fails to give its consent to an action requested by the Seller hereunder and, in each case, the Required Buyers have given their consent then, provided no Default or Event of Default has occurred and is continuing, the Seller may, at its sole expense and effort, upon notice to such Buyer and the Agent, require such Buyer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, set forth in Section 22.17), ) all of its interests, rights and obligations under this Agreement and the related Repurchase Documents to an assignee that shall assume such obligations (which assignee may be another Buyer) that shall assume such obligations; provided, if such other Buyer accepts such assignment), provided that: that (ax) the Seller shall have paid to received the Agent prior written consent of the assignment fee specified in Section 22.17; Agent, which consent shall not be unreasonably withheld and (by) the exiting such Buyer shall have received payment of an amount equal to its Pro Rata Share the Repurchase Price of the Aggregate Outstanding Purchase Price, all Transactions funded by it together with accrued and unpaid Price Differential, fees Fees and all other amounts payable to it hereunder and under hereunder, from the other Repurchase Documents; assignee (c) in the case of any such assignment resulting Repurchase Price and Fees) and from a claim for compensation under Section 6.4 or 7 or payments required to be made pursuant to Section 6.4 or 7, such assignment will result the Seller (in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with any Lawthe case of all other amounts). A Buyer shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Buyer or otherwise, the circumstances entitling the Seller to require such assignment and delegation cease to applyapply (b) The Agent shall reasonably cooperate in effectuating the replacement of any Buyer under this Section 26.4 but at no time shall the Agent be obligated to initiate any such replacement.

Replacement of Buyers. If (i) any Buyer requests compensation under Section 6.4 or 7, (ii) the Seller is required to pay any additional amount to any Buyer or any Governmental Authority for the account of any Buyer pursuant to Section 7, (iii) any Buyer defaults in its obligation to fund Transactions hereunder, or (iv) any Buyer becomes the subject of a bankruptcy or insolvency proceeding; then the Seller may, at its sole expense and effort, upon notice to such Buyer and the Agent, require such Buyer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 22.17), all of its interests, rights and obligations under this Agreement and the related Repurchase Documents to an assignee that shall assume such obligations (which assignee may be another Buyer, if such other Buyer accepts such assignment), provided that: (a) the Seller shall have paid to the Agent the assignment fee specified in Section 22.17; (b) the exiting Buyer shall have received payment of an amount equal to its Pro Rata Share of the Aggregate Outstanding Purchase Price, accrued and unpaid Price Differential, fees and all other amounts payable to it hereunder and under the other Repurchase Documents; (c) in the case of any such assignment resulting from a claim for compensation under Section 6.4 or 7 or payments required to be made pursuant to Section 6.4 or 7, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with any LawLegal Requirement. A Buyer shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Buyer or otherwise, the circumstances entitling the Seller to require such assignment and delegation cease to apply.