Common use of Repurchase of Ineligible Loans Clause in Contracts

Repurchase of Ineligible Loans. In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Loan or other Purchased Asset transferred hereunder (each such Loan, Related Property and other Related Purchased Asset an "Ineligible Loan"), no later than 30 days after the earlier of (i) knowledge of such breach on the part of the Seller and (ii) receipt by the Seller of written notice thereof given by the Buyer, the Seller shall either (a) repurchase each such Ineligible Loan to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase shall be required to be made with respect to such Ineligible Loan (and such Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-day period, the representations and warranties in Section 4.2 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to the Buyer on such day. Notwithstanding anything contained in this Section 6.1 to the contrary, in the event a of breach of any representation and warranty set forth in Section 4.2 with respect to each Loan, Related Property and other related Purchased Assets having been (A) conveyed to the Buyer free and clear of any lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. In consideration of any such repurchase the Seller shall, on the date of repurchase of such Ineligible Loan, remit to the Buyer in immediately available funds an amount equal to the Purchased Price therefore, after giving effect to the receipt of Collections thereon. Upon each repurchase of such Ineligible Loan, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to the Seller all the right, title and interest of the Buyer in, to and under such Ineligible Loan and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer shall, at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of such Ineligible Loan pursuant to this Section 6.1.

Repurchase of Ineligible Loans. (a) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Loan or other Purchased Asset transferred hereunder (each such Loan, Related Property and other Related Purchased Asset Asset, an "“Ineligible Loan"”), no later than 30 thirty (30) days after the earlier of (i) knowledge of such breach on the part of the Seller and (ii) receipt by the Seller of written notice thereof given by the Buyer, the Seller shall either (a) repurchase each such Ineligible Loan to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase shall be required to be made with respect to such Ineligible Loan (and such Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such thirty (30-) day period, the representations and warranties in Section 4.2 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to the Buyer on such day. Notwithstanding anything contained in this Section 6.1 7.1 to the contrary, in the event a of breach of any representation and warranty set forth in Section 4.2 with respect to each Loan, Related Property and other related Purchased Assets having been (A) conveyed to the Buyer free and clear of any lien Lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's ’s right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. In consideration of any such repurchase the Seller shall, on the date of repurchase of such Ineligible Loan, remit to the Buyer in immediately available funds an amount equal to the Purchased Retransfer Price therefore, after giving effect to the receipt of Collections thereon. Upon each repurchase of such Ineligible Loan, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to the Seller all the right, title and interest of the Buyer in, to and under such Ineligible Loan and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer shall, at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of such Ineligible Loan pursuant to this Section 6.17.1. (b) The Seller hereby agrees that (i) if any real property collateral securing any Purchased Asset becomes the subject of any claims, proceedings, Liens or encumbrances with respect to any material violation or claimed material violation of any federal or state environmental laws or regulations or (ii) in the event of a breach of a representation and warranty in subsection 4.1(cc), such Purchased Assets shall for all purposes hereunder be, at and following the time of discovery by the Seller, the Buyer, the Agent or any Secured Party of such fact, deemed an Ineligible Loan, and the Seller shall either (1) repurchase such Ineligible Loan or (2) substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with subsection 7.1(a) above and shall be subject to the same remedial and recourse provisions hereunder as other Purchased Assets determined to be Ineligible Loans hereunder.

Repurchase of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 3.03 with respect to a Transferred Loan (or other Purchased Asset transferred hereunder (each such Loan, the Related Property and other Related related collateral constituting part of the Purchased Asset Assets related to such Transferred Loan) (each such Transferred Loan, an "“Ineligible Loan"”), no later than 30 days after the earlier of (ix) knowledge of such breach on the part of the Seller Originator or the Servicer and (iiy) receipt by the Seller Originator or the Servicer of written notice thereof given by the BuyerBorrower or the Agent, the Seller Originator shall either (a) repurchase each such Ineligible Loan Loan(s) at a purchase price equal to the aggregate Retransfer Price of such Ineligible Loan(s) to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase repayment shall be required to be made with respect to such any Ineligible Loan (and such Transferred Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-30 day period, the representations and warranties in Section 4.2 3.03 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to become part of the Buyer Collateral on such day. Notwithstanding anything contained in this Section 6.1 to On and after the contrarydate of payment of the Retransfer Price, in the event a of breach of any representation applicable Ineligible Loan and warranty set forth in Section 4.2 with respect to each Loan, the Related Property and other related collateral constituting part of the Purchased Assets having been (A) conveyed with respect to the Buyer free and clear of any lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. Collateral. (ii) [Intentionally Omitted]. (iii) In consideration of any such repurchase release by the Seller Borrower (and by the Agent on behalf of the Lenders), the Originator shall, on the date of repurchase of such Ineligible Loanrepayment, remit deposit to the Buyer Collection Account, in immediately available funds funds, an amount equal to the Purchased Retransfer Price therefore, after giving effect to the receipt of Collections thereontherefor. Upon each repurchase of such Ineligible Loanrepayment, the Buyer Agent, on behalf of the Lenders, shall automatically and without further action be deemed to transfer, assign and set-over release to the Seller Borrower (which shall release to the Originator) all the right, title and interest of the Buyer Agent on behalf of the Lenders (and all right, title and interest of the Borrower) in, to and under such Ineligible Loan Loan(s) and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer Borrower and the Agent shall, at the sole expense of the SellerOriginator , execute such documents and instruments of transfer as may be prepared by the Seller Borrower and the Originator (or the Servicer on their behalf) and take such other actions as shall reasonably be requested by the Seller Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 6.13.05.

Repurchase of Ineligible Loans. (a) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Loan or other Purchased Asset transferred hereunder (each such Loan, Related Property and other Related Purchased Asset Asset, an "“Ineligible Loan"”), no later than 30 days after the earlier of (i) knowledge of such breach on the part of the Seller and (ii) receipt by the Seller of written notice thereof given by the Buyer, the Seller shall either (a) repurchase each such Ineligible Loan to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase shall be required to be made with respect to such Ineligible Loan (and such Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-30 day period, the representations and warranties in Section 4.2 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to the Buyer on such day. Notwithstanding anything contained in this Section 6.1 7.1 to the contrary, in the event a of breach of any representation and warranty set forth in Section 4.2 with respect to each Loan, Related Property and other related Purchased Assets having been (A) conveyed to the Buyer free and clear of any lien Lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's ’s right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. In consideration of any such repurchase the Seller shall, on the date of repurchase of such Ineligible Loan, remit to the Buyer in immediately available funds an amount equal to the Purchased Repurchase Price therefore, after giving effect to the receipt of Collections thereontherefor. Upon each repurchase of such Ineligible Loan, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to the Seller all the right, title and interest of the Buyer in, to and under such Ineligible Loan and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer shall, at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of such Ineligible Loan pursuant to this Section 6.17.1. (b) The Seller hereby agrees that (i) if any real property collateral securing any Purchased Asset becomes the subject of any claims, proceedings, Liens or encumbrances with respect to any material violation or claimed material violation of any federal or state environmental laws or regulations or (ii) in the event of a breach of a representation and warranty in Section 4.1(cc), such Purchased Assets shall for all purposes hereunder be, at and following the time of discovery by the Seller, the Buyer, the Agent or any Secured Party of such fact, deemed an Ineligible Loan, and the Seller shall either (1) repurchase such Ineligible Loan or (2) substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with Section 7.1(a) above and shall be subject to the same remedial and recourse provisions hereunder as other Purchased Assets determined to be Ineligible Loans hereunder. (c) In addition, the Seller shall in connection with any substitution undertaken pursuant to this Section 7.1, deliver to the Trustee the related Loan Documents. In connection with any such repurchase or substitution, as applicable, the Buyer, shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created in favor of the Buyer, all of the right, title and interest of the Buyer, in, to and under the Loan being conveyed to the Seller in connection with such repurchase or substitution, but without any representation and warranty of any kind, express or implied.

Repurchase of Ineligible Loans. (a) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Loan or other Purchased Asset transferred hereunder (each such Loan, Related Property and other Related Purchased Asset Asset, an "“Ineligible Loan"”), no later than 30 days after the earlier of (i) knowledge of such breach on the part of the Seller and (iii) receipt by the Seller of written notice thereof given by the Buyer, the Seller shall either (a) repurchase each such Ineligible Loan to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase shall be required to be made with respect to such Ineligible Loan (and such Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-30 day period, the representations and warranties in Section 4.2 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to the Buyer on such day. Notwithstanding anything contained in this Section 6.1 7.1 to the contrary, in the event a of breach of any representation and warranty set forth in Section 4.2 with respect to each Loan, Related Property and other related Purchased Assets having been (A) conveyed to the Buyer free and clear of any lien Lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's ’s right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. In consideration of any such repurchase the Seller shall, on the date of repurchase of such Ineligible Loan, remit to the Buyer in immediately available funds an amount equal to the Purchased Retransfer Price therefore, after giving effect to the receipt of Collections thereontherefor. Upon each repurchase of such Ineligible Loan, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to the Seller all the right, title and interest of the Buyer in, to and under such Ineligible Loan and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer shall, at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of such Ineligible Loan pursuant to this Section 6.17.1. (b) The Seller hereby agrees that (i) if any real property collateral securing any Purchased Asset becomes the subject of any claims, proceedings, Liens or encumbrances with respect to any material violation or claimed material violation of any federal or state environmental laws or regulations or (ii) in the event of a breach of a representation and warranty in Section 4.1(cc), such Purchased Assets shall for all purposes hereunder be, at and following the time of discovery by the Seller, the Buyer, the Deal Agent or any Secured Party of such fact, deemed an Ineligible Loan, and the Seller shall either (1) repurchase such Ineligible Loan or (2) substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with Section 7.1(a) above and shall be subject to the same remedial and recourse provisions hereunder as other Purchased Assets determined to be Ineligible Loans hereunder.

Repurchase of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 3.03 with respect to a Transferred Loan (or other Purchased Asset transferred hereunder (each such Loan, the Related Property and other Related related collateral constituting part of the Purchased Asset Assets related to such Transferred Loan) (each such Transferred Loan, an "“Ineligible Loan"”), no later than 30 days after the earlier of (ix) knowledge of such breach on the part of the Seller Originator or the Servicer and (iiy) receipt by the Seller Originator or the Servicer of written notice thereof given by the BuyerBorrower or the Agent, the Seller Originator shall either (a) repurchase each such Ineligible Loan Loan(s) at a purchase price equal to the aggregate Retransfer Price of such Ineligible Loan(s) to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase repayment shall be required to be made with respect to such any Ineligible Loan (and such Transferred Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-30 day period, the representations and warranties in Section 4.2 3.03 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to become part of the Buyer Collateral on such day. Notwithstanding anything contained in this Section 6.1 to On and after the contrarydate of payment of the Retransfer Price, in the event a of breach of any representation applicable Ineligible Loan and warranty set forth in Section 4.2 with respect to each Loan, the Related Property and other related collateral constituting part of the Purchased Assets having been (A) conveyed with respect to the Buyer free and clear of any lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. Collateral. (ii) [Intentionally Omitted]. (iii) In consideration of any such repurchase release by the Seller Borrower (and by the Agent on behalf of the Lenders), the Originator shall, on the date of repurchase of such Ineligible Loanrepayment, remit deposit to the Buyer Collection Account, in immediately available funds funds, an amount equal to the Purchased Retransfer Price therefore, after giving effect to the receipt of Collections thereontherefor. Upon each repurchase of such Ineligible Loanrepayment, the Buyer Agent, on behalf of the Lenders, shall automatically and without further action be deemed to transfer, assign and set-over release to the Seller Borrower (which shall release to the Originator) all the right, title and interest of the Buyer Agent on behalf of the Lenders (and all right, title and interest of the Borrower) in, to and under such Ineligible Loan Loan(s) and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer Borrower and the Agent shall, at the sole expense of the SellerOriginator, execute such documents and instruments of transfer as may be prepared by the Seller Borrower and the Originator (or the Servicer on their behalf) and take such other actions as shall reasonably be requested by the Seller Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 6.13.05.

Repurchase of Ineligible Loans. (a) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Loan or other Purchased Asset transferred hereunder (each such Loan, Related Property and other Related Purchased Asset Asset, an "“Ineligible Loan"”), no later than 30 thirty (30) days after the earlier of (i) knowledge of such breach on the part of the Seller and (ii) receipt by the Seller of written notice thereof given by the Buyer, the Seller shall either (a) repurchase each such Ineligible Loan to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase shall be required to be made with respect to such Ineligible Loan (and such Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such thirty (30-) day period, the representations and warranties in Section 4.2 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to the Buyer on such day. Notwithstanding anything contained in this Section 6.1 7.1 to the contrary, in the event a of breach of any representation and warranty set forth in Section 4.2 with respect to each Loan, Related Property and other related Purchased Assets having been (A) conveyed to the Buyer free and clear of any lien Lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's ’s right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. In consideration of any such repurchase the Seller shall, on the date of repurchase of such Ineligible Loan, remit to the Buyer in immediately available funds an amount equal to the Purchased Retransfer Price therefore, after giving effect to the receipt of Collections thereon. Upon each repurchase of such Ineligible Loan, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to the Seller all the right, title and interest of the Buyer in, to and under such Ineligible Loan and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer shall, at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of such Ineligible Loan pursuant to this Section 6.17.1. (b) The Seller hereby agrees that (i) if any real property collateral securing any Purchased Asset becomes the subject of any claims, proceedings, Liens or encumbrances with respect to any material violation or claimed material violation of any federal or state environmental laws or regulations or (ii) in the event of a breach of a representation and warranty in subsection 4.1(cc), such Purchased Assets shall for all purposes hereunder be, at and following the time of discovery by the Seller, the Buyer, the Deal Agent or any Secured Party of such fact, deemed an Ineligible Loan, and the Seller shall either (1) repurchase such Ineligible Loan or (2) substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with subsection 7.1(a) above and shall be subject to the same remedial and recourse provisions hereunder as other Purchased Assets determined to be Ineligible Loans hereunder.

Repurchase of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 3.03 with respect to a Transferred Loan (or other Purchased Asset transferred hereunder (each such Loan, the Related Property and other Related related collateral constituting part of the Purchased Asset Assets related to such Transferred Loan) (each such Transferred Loan, an "“Ineligible Loan"”), no later than 30 days after the earlier of (ix) knowledge of such breach on the part of the Seller Originator or the Servicer and (iiy) receipt by the Seller Originator or the Servicer of written notice thereof given by the BuyerBorrower or the Agent, the Seller Originator shall either (a) repurchase each such Ineligible Loan Loan(s) at a purchase price equal to the aggregate Retransfer Price of such Ineligible Loan(s) to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase repayment shall be required to be made with respect to such any Ineligible Loan (and such Transferred Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-30 day period, the representations and warranties in Section 4.2 3.03 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to become part of the Buyer Collateral on such day. Notwithstanding anything contained in this Section 6.1 to On and after the contrarydate of payment of the Retransfer Price, in the event a of breach of any representation applicable Ineligible Loan and warranty set forth in Section 4.2 with respect to each Loan, the Related Property and other related collateral constituting part of the Purchased Assets having been (A) conveyed with respect to the Buyer free and clear of any lien of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in the pool of Purchased Assets. Collateral. (ii) [Intentionally Omitted]. (iii) In consideration of any such repurchase release by the Seller Borrower (and by the Agent on behalf of the Lenders), the Originator shall, on the date of repurchase of such Ineligible Loanrepayment, remit deposit to the Buyer Collection Account, in immediately available funds funds, an amount equal to the Purchased Retransfer Price therefore, after giving effect to the receipt of Collections thereontherefor. Upon each repurchase of such Ineligible Loanrepayment, the Buyer Agent, on behalf of the Lenders, shall automatically and without further action be deemed to transfer, assign and set-over release to the Seller Borrower (which shall release to the Originator) all the right, title and interest of the Buyer Agent on behalf of the Lenders (and all right, title and interest of the Borrower) in, to and under such Ineligible Loan Loan(s) and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer Borrower and the Agent shall, at the sole expense of the SellerOriginator, execute such documents and instruments of transfer as may be prepared by the Seller Borrower and the Originator (or the Servicer on their behalf) and take such other actions as shall reasonably be requested by the Seller Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 6.13.05(b).

Repurchase of Ineligible Loans. In (i) Subject to Section 3.05(b)(ii), in the event of a breach of (A) any representation or warranty set forth in Section 4.2 3.03 with respect to a Transferred Loan (or other Purchased Asset transferred hereunder (each such Loan, the Related Property and other Related related collateral constituting part of the Purchased Asset Assets related to such Transferred Loan) (each such Transferred Loan, an "“Ineligible Loan"”), no later than 30 days after the earlier of (ix) knowledge of such breach on the part of the Seller Originator or the Servicer and (iiy) receipt by the Seller Originator or the Servicer of written notice thereof given by the BuyerBorrower or the Agent, or (B) the applicable Transferred Loan is identified for repurchase pursuant to Section 2.05(b)(ii), the Seller Borrower shall either (a) repurchase each repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of such Ineligible Loan Loan(s) to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repurchase repayment shall be required to be made with respect to such any Ineligible Loan (and such Transferred Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-30 day period, the representations and warranties in Section 4.2 3.03 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to become part of the Buyer Collateral on such day. If the Borrower is required to repay Advances Outstanding pursuant to this Section 3.05(b)(i), the Originator shall make a contemporaneous deposit to the Cash Management Account of the related Retransfer Price, as contemplated by Section 3.05(b)(iii). (ii) Notwithstanding anything contained in this Section 6.1 3.05(b) to the contrary, in the event that a Transferred Loan is determined to be an Ineligible Loan by reason of a breach of any representation and warranty set forth in Section 4.2 3.03 with respect to each Transferred Loan, the Related Property and other related collateral constituting part of the Purchased Assets related to such Transferred Loan having been (A) conveyed to the Buyer Borrower or granted as Collateral to the Agent, on behalf of the Lenders, free and clear of any lien Lien of any Person claiming through or under the Seller and Originator or its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the SellerApplicable Law, immediately upon the earlier to occur of the discovery of such breach by the Seller Borrower or receipt by the Seller Borrower of written notice of such breach given by the BuyerAgent, the Seller Originator shall repurchase make a contemporaneous deposit to the Cash Management Account as contemplated by Section 3.05(b)(iii) to enable the Borrower to repay, and the Buyer Borrower shall conveyrepay, free Advances Outstanding in an amount equal to the sum of (I) the aggregate Outstanding Loan Balance of such Ineligible Loan(s), and clear of (II) any accrued and unpaid interest thereon (collectively, the “Retransfer Price”), and the Agent shall release to the Borrower (for release to the Originator) any such Ineligible Loan(s) and relinquish any Lien created thereon pursuant to this the Loan Agreement or the Loan Funding Agreement, all of the Buyer's right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or impliedotherwise. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on On and after the date of such repurchasepayment of the Retransfer Price, each the applicable Ineligible Loan so repurchased and the Related Property and other related collateral constituting part of the Purchased Assets with respect to such Ineligible Loan shall not be included in the pool of Purchased Assets. Collateral. (iii) In consideration of any such repurchase release by the Seller Borrower (and by the Agent on behalf of the Lenders), the Originator shall, on the date of repurchase of such Ineligible Loanrepayment, remit deposit to the Buyer Cash Management Account, in immediately available funds funds, an amount equal to the Purchased Retransfer Price therefore, after giving effect to the receipt of Collections thereontherefor. Upon each repurchase of such Ineligible Loanrepayment, the Buyer Agent, on behalf of the Lenders, shall automatically and without further action be deemed to transfer, assign and set-over release to the Seller Borrower (which shall release to the Originator) all the right, title and interest of the Buyer Agent on behalf of the Lenders (and all right, title and interest of the Borrower) in, to and under such Ineligible Loan Loan(s) and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer Borrower and the Agent shall, at the sole expense of the SellerBorrower, execute such documents and instruments of transfer as may be prepared by the Seller Borrower and the Originator (or the Servicer on their behalf) and take such other actions as shall reasonably be requested by the Seller Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 6.13.05. (iv) The Borrower hereby agrees that if any real property collateral securing any Transferred Loan becomes the subject of any claims, proceedings, Liens or encumbrances with respect to any material violation or claimed material violation of any Environmental Law, such Transferred Loan shall for all purposes hereunder be deemed an Ineligible Loan at and following the time of discovery of such fact by the Servicer, the Borrower, any Lender, the Agent, or the Collateral Custodian (if one has been appointed), and the Originator shall deposit to the Cash Management Account an amount equal to the Retransfer Price of such Ineligible Loan. Such Ineligible Loan shall otherwise be treated in accordance with this Section 3.05.

Repurchase of Ineligible Loans. (a) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Loan or other Purchased Asset transferred hereunder (each such Loan, Related Property and other Related Purchased Asset Asset, an "“Ineligible Loan"”), no later than 30 days after the earlier of (i) knowledge of such breach on the part of the Seller and (ii) receipt by the Seller of written notice thereof given by the Buyer, the Seller shall shall, unless the Ineligible Loan has been purchased by a third party, either (a) repurchase each such Ineligible Loan to which such breach relates on the terms and conditions set forth below, or (b) substitute for such Ineligible Loan a Substitute Loan; provided, however, provided that no such repurchase shall be required to be made with respect to such Ineligible Loan (and such Loan shall cease to be an Ineligible Loan) if, on or before the expiration of such 30-30 day period, the representations and warranties in Section 4.2 with respect to such Ineligible Loan shall be made true and correct in all material respects with respect to such Ineligible Loan as if such Ineligible Loan had been transferred to the Buyer on such day. Notwithstanding anything contained in this Section 6.1 7.1 to the contrary, in the event a of breach of any representation and warranty set forth in Section 4.2 with respect to each Loan, Related Property and other related Purchased Assets having been (A) conveyed to the Buyer free and clear of any lien Lien (other than Permitted Liens) of any Person claiming through or under the Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Seller, immediately promptly, and in any event within one Business Day, upon the earlier to occur of the discovery of such breach by the Seller or receipt by the Seller of written notice of such breach given by the Buyer, the Seller shall repurchase and the Buyer shall convey, free and clear of any Lien created pursuant to this Agreement or the Loan Funding Agreement, all of the Buyer's ’s right, title and interest in such Ineligible Loan, and the Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that it has the corporate authority and has taken all necessary corporate action to accomplish such conveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Seller shall repurchase each such Ineligible Loan and on and after the date of such repurchase, each Ineligible Loan so repurchased shall not be included in excluded from the pool of Purchased Assets. In consideration of any such repurchase the Seller shall, on the date of repurchase of such Ineligible Loan, remit to the Buyer in immediately available funds an amount equal to the Purchased Repurchase Price therefore, after giving effect to the receipt of Collections thereontherefor. Upon each repurchase of such Ineligible Loan, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to the Seller all the right, title and interest of the Buyer in, to and under such Ineligible Loan and all monies due or to become due with respect thereto, all proceeds thereof and all rights to security for any such Ineligible Loan, and all proceeds and products of the foregoing. The Buyer shall, at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as shall reasonably be requested by the Seller to effect the transfer of such Ineligible Loan pursuant to this Section 6.17.1. (b) The Seller hereby agrees that (i) if Seller has knowledge that any real property collateral securing any Purchased Asset, that is a material security for such Purchased Asset, becomes the subject of any claims, proceedings, Liens or encumbrances with respect to any material violation or claimed material violation of any federal or state environmental laws or regulations or (ii) in the event of a breach of a representation and warranty in Section 4.1(cc), such Purchased Assets shall for all purposes hereunder be, at and following the time of discovery by the Seller, the Buyer, the Agent or any Secured Party of such fact, deemed an Ineligible Loan, and the Seller shall, unless such Loan is sold by Borrower to a third party, either (1) repurchase such Ineligible Loan or (2) substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with Section 7.1(a) above and shall be subject to the same remedial and recourse provisions hereunder as other Purchased Assets determined to be Ineligible Loans hereunder. (c) In addition, the Seller shall in connection with any substitution undertaken pursuant to this Section 7.1, deliver to the Trustee the related Loan Documents. In connection with any such repurchase or substitution, as applicable, the Buyer shall, automatically and without further action, be deemed to transfer to the Seller, free and clear of any Lien created in favor of the Buyer, all of the right, title and interest of the Buyer, in, to and under the Loan being conveyed to the Seller in connection with such repurchase or substitution, but without any representation and warranty of any kind, express or implied.