Common use of Repurchase or Substitution of Ineligible Loans Clause in Contracts

Repurchase or Substitution of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Transferred Loan, Related Property and other related Collateral (each such Loan, Related Property and other related Collateral, an “Ineligible Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower and (y) receipt by the Borrower of written notice thereof given by the Deal Agent, the Borrower shall either (1) repay Advances Outstanding in an amount 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 (2) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repayment 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 become part of the Collateral on such day. Notwithstanding anything contained in this Section 2.19(b) to the contrary, in the event of a breach of any representation and warranty set forth in Section 4.2 with respect to each Transferred Loan, Related Property and other related Collateral having been (A) granted to the Deal Agent, on behalf of the Secured Parties, free and clear of any Lien of any Person claiming through or under the Borrower and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Borrower, immediately upon the earlier to occur of the discovery of such breach by the Borrower or receipt by the Borrower of written notice of such breach given by the Deal Agent, the Borrower shall repay Advances Outstanding in an amount equal to the sum of (I) the aggregate Outstanding Loan Balance of such Ineligible Loan(s), (II) any accrued and unpaid interest thereon, (III) any outstanding Servicer Advances thereon, (iv) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and (v) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.19(b) and the termination of any Hedge Transactions in whole or in part in connection therewith, (collectively, the “Retransfer Price”), and the Deal Agent on behalf of the Secured Parties shall release to Borrower any such Ineligible Loan(s) and relinquish any Lien created pursuant to this Agreement or otherwise, and the Secured Parties shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has taken all necessary corporate action to accomplish such release, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower shall make such repayment and on and after the date of such repayment, each Ineligible Loan so repaid shall not be included in the Collateral. In consideration of any such release by the Secured Parties, the Borrower shall, on the date of such repayment, remit to the Deal Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Deal Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower all the right, title and interest of the Secured Parties in, to and under such Ineligible 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 Deal Agent shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Borrower and take such other actions as shall reasonably be requested by the Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b). (ii) The Borrower hereby agrees that (x) 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 federal or state environmental laws or regulations or (y) in the event of a breach of the representation and warranty in Section 4.1(ee), such Transferred Loan shall for all purposes hereunder be, at and following the time of discovery by the Servicer of such fact, the Borrower, the Deal Agent or any other Secured Party, deemed an Ineligible Loan and the Borrower shall either repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of such Ineligible Loan or substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with Section 2.19(b) and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans determined to be Ineligible Loans hereunder.

Repurchase or Substitution of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Transferred Loan, Related Property and other related Collateral (each such Loan, Related Property and other related Collateral, an “Ineligible Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower and (y) receipt by the Borrower of written notice thereof given by the Deal Agent, the Borrower shall either (1) repay Advances Outstanding in an amount 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 (2) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repayment 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 become part of the Collateral on such day. Notwithstanding anything contained in this Section 2.19(b2.18(b) to the contrary, in the event of a breach of any representation and warranty set forth in Section 4.2 with respect to each Transferred Loan, Related Property and other related Collateral having been (A) granted to the Deal Agent, Trustee on behalf of the Secured Parties, Parties free and clear of any Lien of any Person claiming through or under the Borrower and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Borrower, immediately upon the earlier to occur of the discovery of such breach by the Borrower or receipt by the Borrower of written notice of such breach given by the Deal Agent, the Borrower shall repay Advances Outstanding in an amount equal to the sum of (Ii) the aggregate amount determined by multiplying the percentage set forth in the definition of Weighted Average Advance Rate herein applicable to such Loan times the Outstanding Loan Balance of such Ineligible Loan(s)Loan on the date of repurchase, plus (IIii) any accrued and unpaid interest Interest thereon, plus (III) any outstanding Servicer Advances thereon, (iviii) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and Agreement, plus (viv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.19(b2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith, therewith (collectively, the “Retransfer Price”), and the Deal Agent Trustee on behalf of the Secured Parties shall release to Borrower any such Ineligible Loan(s) and relinquish any Lien created pursuant to this Agreement or otherwise, and the Secured Parties shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has taken all necessary corporate action to accomplish such release, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower shall make such repayment and on and after the date of such repayment, each Ineligible Loan so repaid shall not be included in the Collateral. In consideration of any such release by the Secured Parties, the Borrower shall, on the date of such repayment, remit to the Deal Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Deal Agent, Trustee on behalf of the Secured Parties, Parties shall automatically and without further action be deemed to release to the Borrower all the right, title and interest of the Secured Parties in, to and under such Ineligible 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 Deal Agent shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Borrower and take such other actions as shall reasonably be requested by the Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b2.18(b). (ii) The Borrower hereby agrees that (x) 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 federal or state environmental laws or regulations or (y) in the event of a breach of the representation and warranty in Section 4.1(ee), such Transferred Loan shall for all purposes hereunder be, at and following the time of discovery by the Servicer of such fact, the Borrower, the Deal Agent or any other Secured Party, deemed an Ineligible Loan and the Borrower shall either repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of such Ineligible Loan or substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with Section 2.19(b2.18(b) and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans determined to be Ineligible Loans hereunder.

Repurchase or Substitution of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Transferred Loan, Related Property and other related Collateral (each such Loan, Related Property and other related Collateral, an “Ineligible Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower and (y) receipt by the Borrower of written notice thereof given by the Deal Agent, the Borrower shall either (1) repay Advances Outstanding in an amount 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 (2) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repayment 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 become part of the Collateral on such day. Notwithstanding anything contained in this Section 2.19(b) to the contrary, in the event of a breach of any representation and warranty set forth in Section 4.2 with respect to each Transferred Loan, Related Property and other related Collateral having been (A) granted to the Deal Agent, on behalf of the Secured Parties, free and clear of any Lien of any Person claiming through or under the Borrower and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Borrower, immediately upon the earlier to occur of the discovery of such breach by the Borrower or receipt by the Borrower of written notice of such breach given by the Deal Agent, the Borrower shall repay Advances Outstanding (and, with respect to Advances Outstanding in an Alternative Currency bearing interest at the Alternative Rate, instructions regarding which Alternative Rate contracts will be terminated in respect of such repayment) in an amount equal to the sum of (I) the aggregate Outstanding Loan Balance of such Ineligible Loan(s), (II) any accrued and unpaid interest thereon, (III) any outstanding Servicer Advances thereon, (ivIII) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and (vIV) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.19(b) and the termination of any Hedge Transactions in whole or in part in connection therewith, (collectively, the “Retransfer Price”), and the Deal Agent on behalf of the Secured Parties shall release to Borrower any such Ineligible Loan(s) and relinquish any Lien created pursuant to this Agreement or otherwise, and the Secured Parties shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has taken all necessary corporate action to accomplish such release, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower shall make such repayment and on and after the date of such repayment, each Ineligible Loan so repaid shall not be included in the Collateral. In consideration of any such release by the Secured Parties, the Borrower shall, on the date of such repayment, remit to the Deal Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Deal Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower all the right, title and interest of the Secured Parties in, to and under such Ineligible 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 Deal Agent shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Borrower and take such other actions as shall reasonably be requested by the Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b). (ii) The Borrower hereby agrees that (x) 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 federal or state environmental laws or regulations or (y) in the event of a breach of the representation and warranty in Section 4.1(ee), such Transferred Loan shall for all purposes hereunder be, at and following the time of discovery by the Servicer of such fact, the Borrower, the Deal Agent or any other Secured Party, deemed an Ineligible Loan and the Borrower shall either repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of such Ineligible Loan or substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with Section 2.19(b) and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans determined to be Ineligible Loans hereunder.

Repurchase or Substitution of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Transferred Loan, Related Property and other related Collateral (each such Loan, Related Property and other related Collateral, an “Ineligible Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower and (y) receipt by the Borrower of written notice thereof given by the Deal AgentAgent or the Trustee (each such event, a “Substitution Event”), the Borrower shall either (1) repay Advances Outstanding in an amount 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 (2) substitute for such Ineligible Loan a Substitute Loan; provided, however, provided that no such repayment 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 become part of the Collateral on such day. Notwithstanding anything contained in this Section 2.19(b2.18(b) to the contrary, in the event of a breach of any representation and warranty set forth in Section 4.2 with respect to each Transferred Loan, Related Property and other related Collateral having been (A) granted to the Deal Agent, Trustee on behalf of the Secured Parties, Parties free and clear of any Lien of any Person claiming through or under the Borrower and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws Applicable Law applicable to the Borrower, immediately upon the Borrower shall, not later than one Business Day following the earlier to occur of (I) the discovery of such breach by the Borrower or (II) receipt by the Borrower of written notice of such breach given by the Deal AgentAgent or the Trustee, the Borrower shall repay Advances Outstanding in an amount equal to the sum of (Ii) the aggregate amount determined by multiplying the percentage set forth in the definition of Advance Rate herein applicable to such Loan times the Outstanding Loan Balance of such Ineligible Loan(s)Loan on the date of repurchase, plus (IIii) any accrued and unpaid interest Interest thereon, plus (III) any outstanding Servicer Advances thereon, (iviii) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and Agreement, plus (viv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.19(b2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith, therewith (collectively, the “Retransfer Price”), and the Deal Agent Trustee on behalf of the Secured Parties shall release to the Borrower any such Ineligible Loan(s) and relinquish any Lien created pursuant to this Agreement or otherwiseotherwise shall be automatically released, and the Secured Parties shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has have taken all necessary corporate action to accomplish such release, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower shall make such repayment and on and after the date of such repayment, each Ineligible Loan so repaid shall not be included in the Collateral. In consideration of any such release by the Secured Parties, the Borrower shall, on the date of such repayment, remit to the Deal Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Deal Agent, Trustee on behalf of the Secured Parties, Parties shall automatically and without further action be deemed to release to the Borrower all the right, title and interest of the Secured Parties in, to and under such Ineligible 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 Deal Agent and the Trustee shall, at the request and sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Borrower and take such other actions as shall reasonably be requested by the Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b2.18(b). (ii) The Borrower hereby agrees that (x) if the Borrower or the Servicer has knowledge that any real property collateral securing any Transferred Loan that is the primary collateral with respect to which such Transferred Loan is principally underwritten 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 (y) in the event of a breach of the representation and warranty in Section 4.1(ee), such Transferred Loan shall for all purposes hereunder be, at and following the time of discovery by the Servicer of such factServicer, the Borrower, the Deal Agent or any other Secured PartyParty of such fact, deemed an Ineligible Loan and the Borrower shall either repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of such Ineligible Loan or substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with this Section 2.19(b2.18(b) and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans determined to be Ineligible Loans hereunder. (iii) Without prejudice to the provisions of clause (i) of this Section 2.18(b), the Borrower may, in lieu of effecting a repurchase or substitution of any Third Party Acquired Loan that is an Ineligible Loan, sell such Loan in accordance with Section 2.19 for a purchase price not less than the Retransfer Price of such Loan; provided that if the Borrower fails to sell such Ineligible Loan within 15 days after the applicable Substitution Event for a purchase price not less than the Retransfer Price of such Loan, the Borrower shall effect a repurchase or substitution of such Ineligible Loan within the next 15 days.

Repurchase or Substitution of Ineligible Loans. (i) In 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, Loan (or the Related Property and other related Collateral collateral constituting part of the Purchased Assets related to such Transferred Loan) (each such Transferred Loan, Related Property and other related Collateral, an “"Ineligible Loan”"), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Depositor or the Servicer and (y) receipt by the Borrower Depositor or the Servicer of written notice thereof given by any Purchaser or the Deal AgentIndenture Trustee on its behalf, or (B) the applicable Transferred Loan is identified for repurchase pursuant to Section 2.05(b)(ii), the Borrower Issuer shall either (1) repay Advances Outstanding in an amount 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 (2) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such 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 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 become part of the Collateral on such day. If the Issuer will repay Advances Outstanding pursuant to clause (1) above, the Depositor shall make a contemporaneous deposit to the Collection Account of the related Retransfer Price, as contemplated by Section 3.05(b)(iii). (ii) Notwithstanding anything contained in this Section 2.19(b3.05(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 collateral constituting part of the Purchased Assets related to such Transferred Loan having been (A) granted conveyed to the Deal AgentIssuer or Granted to the Indenture Trustee, on behalf of the Secured PartiesNoteholders, free and clear of any Lien of any Person claiming through or under the Borrower Originator or the Depositor and its their respective Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the BorrowerApplicable Law, immediately upon the earlier to occur of the discovery of such breach by the Borrower Issuer or receipt by the Borrower Issuer of written notice of such breach given by any Purchaser (or the Deal AgentIndenture Trustee on its behalf), the Borrower Depositor shall repay make a contemporaneous deposit to the Collection Account as contemplated by Section 3.05(b)(iii) to enable the Issuer to repay, and the Issuer shall repay, Advances Outstanding in an amount equal to the sum of (I) the aggregate Outstanding Loan Balance of such Ineligible Loan(s), (II) any accrued and unpaid interest thereon, (III) any outstanding Servicer Advances thereon, thereon and (ivIV) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and (v) any Breakage Costs incurred in connection with the retransfer of such Transferred Loan pursuant to this Section 2.19(b3.05(b) and the termination of any Hedge Transactions in whole or in part in connection therewith, (collectively, the “"Retransfer Price”"), and the Deal Agent Indenture Trustee on behalf of the Secured Parties Noteholders shall release to Borrower Issuer (for release to the Depositor) any such Ineligible Loan(s) and relinquish any Lien created pursuant to the Indenture, this Agreement or otherwise, and the Secured Parties shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has taken all necessary corporate action to accomplish such release, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower shall make such repayment and on On and after the date of such repaymentpayment of the Retransfer Price, each the applicable Ineligible Loan so repaid 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 Collateral. . (iii) In consideration of any such release by the Secured PartiesIssuer (and by the Indenture Trustee on behalf of the Noteholders), the Borrower Depositor shall, on the date of such repayment, remit deposit to the Deal Agent, on behalf of the Secured PartiesCollection Account, in immediately available funds funds, an amount equal to the Retransfer Price therefor. Upon each such repayment, the Deal AgentIndenture Trustee, on behalf of the Secured PartiesNoteholders, shall automatically and without further action be deemed to release to the Borrower Issuer (which shall release to the Depositor) all the right, title and interest of the Secured Parties Indenture Trustee on behalf of the Noteholders (and all right, title and interest of the Issuer) in, to and under such Ineligible 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 Deal Agent Issuer and the Indenture Trustee shall, at the sole expense of the BorrowerIssuer, execute such documents and instruments of transfer as may be prepared by the Borrower Issuer and the Depositor (or the Servicer on their behalf) and take such other actions as shall reasonably be requested by the Borrower Issuer to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b)3.05. (iiiv) The Borrower Issuer hereby agrees that (x) 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 federal or state environmental laws or regulations or (y) in the event of a breach of the representation and warranty in Section 4.1(ee)Environmental Law, such Transferred Loan shall for all purposes hereunder be, be deemed an Ineligible Loan at and following the time of discovery of such fact by the Servicer of such factServicer, the BorrowerIssuer, any Noteholder, the Deal Agent Collateral Custodian or any other Secured Partythe Indenture Trustee, deemed an Ineligible Loan and the Borrower Depositor shall either repay Advances Outstanding in deposit to the Collection Account an amount equal to the aggregate Retransfer Price of such Ineligible Loan or substitute for replace such Ineligible Loan with a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with this Section 2.19(b) and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans determined to be Ineligible Loans hereunder3.05.

Repurchase or Substitution of Ineligible Loans. (ia) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Transferred Loan, Related Property and Loan or other related Collateral Purchased Asset transferred hereunder (each such Loan, Related Property and other related CollateralPurchased Asset, an “Ineligible Loan”), no later than 30 days after the earlier of (xi) knowledge of such breach on the part of the Borrower Seller and (yii) receipt by the Borrower Seller of written notice thereof given by the Deal AgentBuyer, the Borrower Seller shall either (1a) repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of repurchase each such Ineligible Loan(s) Loan to which such breach relates on the terms and conditions set forth below, or (2b) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repayment 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 become part of been transferred to the Collateral Buyer on such day. Notwithstanding anything contained in this Section 2.19(b) 7.1 to the contrary, in the event a of a breach of any representation and warranty set forth in Section 4.2 with respect to each Transferred Loan, Related Property and other related Collateral Purchased Assets having been (A) granted conveyed to the Deal Agent, on behalf of the Secured Parties, Buyer free and clear of any Lien of any Person claiming through or under the Borrower Seller and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the BorrowerSeller, immediately upon the earlier to occur of the discovery of such breach by the Borrower Seller or receipt by the Borrower Seller of written notice of such breach given by the Deal AgentBuyer, the Borrower Seller shall repay Advances Outstanding in an amount equal to the sum of (I) the aggregate Outstanding Loan Balance of such Ineligible Loan(s), (II) any accrued and unpaid interest thereon, (III) any outstanding Servicer Advances thereon, (iv) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and (v) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.19(b) repurchase and the termination Buyer shall convey, free and clear of any Hedge Transactions in whole or in part in connection therewith, (collectively, the “Retransfer Price”), and the Deal Agent on behalf of the Secured Parties shall release to Borrower any such Ineligible Loan(s) and relinquish any Lien created pursuant to this Agreement or otherwisethe Loan Funding Agreement, all of the Buyer’s right, title and interest in such Ineligible Loan, and the Secured Parties Buyer shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have it has the corporate authority and has taken all necessary corporate action to accomplish such releaseconveyance, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower Seller shall make repurchase each such repayment Ineligible Loan and on and after the date of such repaymentrepurchase, each Ineligible Loan so repaid repurchased shall not be included in the Collateralpool of Purchased Assets. In consideration of any such release by repurchase the Secured Parties, the Borrower Seller shall, on the date of repurchase of such repaymentIneligible Loan, remit to the Deal Agent, on behalf of the Secured Parties, Buyer in immediately available funds an amount equal to the Retransfer Price therefor. Upon each repurchase of such repaymentIneligible Loan, the Deal Agent, on behalf of the Secured Parties, Buyer shall automatically and without further action be deemed to release transfer, assign and set-over to the Borrower Seller all the right, title and interest of the Secured Parties Buyer in, to and under such Ineligible Loan(s) 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 Deal Agent Buyer shall, at the sole expense of the BorrowerSeller, execute such documents and instruments of transfer as may be prepared by the Borrower Seller and take such other actions as shall reasonably be requested by the Borrower Seller to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b)7.1. (iib) The Borrower Seller hereby agrees that (xi) if any real property collateral securing any Transferred Loan 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 (yii) in the event of a breach of the a representation and warranty in Section 4.1(ee4.1(cc), such Transferred Loan Purchased Assets shall for all purposes hereunder be, at and following the time of discovery by the Servicer of such factSeller, the BorrowerBuyer, the Deal Agent or any other Secured PartyParty of such fact, deemed an Ineligible Loan Loan, and the Borrower Seller shall either repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of (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 2.19(b7.1(a) above and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans Purchased Assets determined to be Ineligible Loans hereunder. (c) If any Ineligible Loan is replaced with one or more Substitute Loans pursuant to Section 7.1(a), such Substitute Loans shall be denominated in the same Currency as the Ineligible Loan.

Repurchase or Substitution of Ineligible Loans. (i) In 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, Loan (or the Related Property and other related Collateral collateral constituting part of the Purchased Assets related to such Transferred Loan) (each such Transferred Loan, Related Property and other related Collateral, an “Ineligible Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Depositor or the Servicer and (y) receipt by the Borrower Depositor or the Servicer of written notice thereof given by the Deal AgentInitial Noteholder or the Indenture Trustee on its behalf, or (B) the applicable Transferred Loan is identified for repurchase pursuant to Section 2.05(b)(ii), the Borrower Issuer shall either (1) repay Advances Outstanding in an amount 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 (2) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such 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 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 become part of the Collateral on such day. If the Issuer will repay Advances Outstanding pursuant to clause (1) above, the Depositor shall make a contemporaneous deposit to the Collection Account of the related Retransfer Price, as contemplated by Section 3.05(b)(iii). (ii) Notwithstanding anything contained in this Section 2.19(b3.05(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 collateral constituting part of the Purchased Assets related to such Transferred Loan having been (A) granted conveyed to the Deal AgentIssuer or Granted to the Indenture Trustee, on behalf of the Secured PartiesNoteholders, free and clear of any Lien of any Person claiming through or under the Borrower Originator or the Depositor and its their respective Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the BorrowerApplicable Law, immediately upon the earlier to occur of the discovery of such breach by the Borrower Issuer or receipt by the Borrower Issuer of written notice of such breach given by the Deal AgentInitial Noteholder (or the Indenture Trustee on its behalf), the Borrower Depositor shall repay make a contemporaneous deposit to the Collection Account as contemplated by Section 3.05(b)(iii) to enable the Issuer to repay, and the Issuer shall repay, Advances Outstanding in an amount equal to the sum of (I) the aggregate Outstanding Loan Balance of such Ineligible Loan(s), (II) any accrued and unpaid interest thereon, (III) any outstanding Servicer Advances thereon, thereon and (ivIV) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and (v) any Breakage Costs incurred in connection with the retransfer of such Transferred Loan pursuant to this Section 2.19(b3.05(b) and the termination of any Hedge Transactions in whole or in part in connection therewith, (collectively, the “Retransfer Price”), and the Deal Agent Indenture Trustee on behalf of the Secured Parties Noteholders shall release to Borrower Issuer (for release to the Depositor) any such Ineligible Loan(s) and relinquish any Lien created pursuant to the Indenture, this Agreement or otherwise, and the Secured Parties shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has taken all necessary corporate action to accomplish such release, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower shall make such repayment and on On and after the date of such repaymentpayment of the Retransfer Price, each the applicable Ineligible Loan so repaid 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 Collateral. . (iii) In consideration of any such release by the Secured PartiesIssuer (and by the Indenture Trustee on behalf of the Noteholders), the Borrower Depositor shall, on the date of such repayment, remit deposit to the Deal Agent, on behalf of the Secured PartiesCollection Account, in immediately available funds funds, an amount equal to the Retransfer Price therefor. Upon each such repayment, the Deal AgentIndenture Trustee, on behalf of the Secured PartiesNoteholders, shall automatically and without further action be deemed to release to the Borrower Issuer (which shall release to the Depositor) all the right, title and interest of the Secured Parties Indenture Trustee on behalf of the Noteholders (and all right, title and interest of the Issuer) in, to and under such Ineligible 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 Deal Agent Issuer and the Indenture Trustee shall, at the sole expense of the BorrowerIssuer, execute such documents and instruments of transfer as may be prepared by the Borrower Issuer and the Depositor (or the Servicer on their behalf) and take such other actions as shall reasonably be requested by the Borrower Issuer to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b)3.05. (iiiv) The Borrower Issuer hereby agrees that (x) 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 federal or state environmental laws or regulations or (y) in the event of a breach of the representation and warranty in Section 4.1(ee)Environmental Law, such Transferred Loan shall for all purposes hereunder be, be deemed an Ineligible Loan at and following the time of discovery of such fact by the Servicer of such factServicer, the BorrowerIssuer, the Deal Agent Initial Noteholder, the Collateral Custodian or any other Secured Partythe Indenture Trustee, deemed an Ineligible Loan and the Borrower Depositor shall either repay Advances Outstanding in deposit to the Collection Account an amount equal to the aggregate Retransfer Price of such Ineligible Loan or substitute for replace such Ineligible Loan with a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with this Section 2.19(b) and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans determined to be Ineligible Loans hereunder3.05.

Repurchase or Substitution of Ineligible Loans. (i) In the event of a breach of any representation or warranty set forth in Section 4.2 with respect to a Transferred Loan, Related Property and other related Collateral (each such Loan, Related Property and other related Collateral, an “Ineligible Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower and (y) receipt by the Borrower of written notice thereof given by the Deal Agent, the Borrower shall either (1) repay Advances Outstanding in an amount 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 (2) substitute for such Ineligible Loan a Substitute Loan; provided, however, that no such repayment 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 become part of the Collateral on such day. Notwithstanding anything contained in this Section 2.19(b2.18(b) to the contrary, in the event of a breach of any representation and warranty set forth in Section 4.2 with respect to each Transferred Loan, Related Property and other related Collateral having been (A) granted to the Deal Agent, Trustee on behalf of the Secured Parties, Parties free and clear of any Lien of any Person claiming through or under the Borrower and its Affiliates and (B) in compliance, in all material respects, with all requirements of laws applicable to the Borrower, immediately upon the earlier to occur of the discovery of such breach by the Borrower or receipt by the Borrower of written notice of such breach given by the Deal Agent, the Borrower shall repay Advances Outstanding in an amount equal to the sum of (Ii) the aggregate amount determined by multiplying the percentage set forth in the definition of Weighted Average Advance Rate herein applicable to such Loan times the Outstanding Loan Balance of such Ineligible Loan(s)Loan on the date of repurchase, plus (IIii) any accrued and unpaid interest Interest thereon, plus (III) any outstanding Servicer Advances thereon, (iviii) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, as required by the terms of any Hedge Agreement and Agreement, plus (viv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.19(b2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith, therewith (collectively, the “Retransfer Price”), and the Deal Agent Trustee on behalf of the Secured Parties shall release to Borrower any such Ineligible Loan(s) and relinquish any Lien created pursuant to this Agreement or otherwise, and the Secured Parties shall, in connection with such conveyance and without further action, be deemed to represent and warrant that they have the corporate authority and has have taken all necessary corporate action to accomplish such release, but without any other representation or warranty, express or implied. In the foregoing instances, the Borrower shall make such repayment and on and after the date of such repayment, each Ineligible Loan so repaid shall not be included in the Collateral. In consideration of any such release by the Secured Parties, the Borrower shall, on the date of such repayment, remit to the Deal Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Deal Agent, Trustee on behalf of the Secured Parties, Parties shall automatically and without further action be deemed to release to the Borrower all the right, title and interest of the Secured Parties in, to and under such Ineligible 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 Deal Agent shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Borrower and take such other actions as shall reasonably be requested by the Borrower to effect the transfer of such Ineligible Loan pursuant to this Section 2.19(b2.18(b). (ii) The Borrower hereby agrees that (x) 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 federal or state environmental laws or regulations or (y) in the event of a breach of the representation and warranty in Section 4.1(ee), such Transferred Loan shall for all purposes hereunder be, at and following the time of discovery by the Servicer of such factServicer, the Borrower, the Deal Agent or any other Secured PartyParty of such fact, deemed an Ineligible Loan and the Borrower shall either repay Advances Outstanding in an amount equal to the aggregate Retransfer Price of such Ineligible Loan or substitute for such Ineligible Loan a Substitute Loan. Such Ineligible Loan shall otherwise be treated in accordance with Section 2.19(b2.18(b) and shall be subject to the same remedial and recourse provisions hereunder as other Transferred Loans determined to be Ineligible Loans hereunder.