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 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 2.18(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 Trustee 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 Agent, the Borrower shall repay Advances Outstanding in an amount equal to the sum of (i) the 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 Loan on the date of repurchase, plus (ii) any accrued and unpaid Interest thereon, plus (iii) 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, plus (iv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith (collectively, the “Retransfer Price”), and the 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 Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Trustee 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 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 2.18(b).

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 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 2.18(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 Trustee 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 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 AgentAgent or the Trustee, the Borrower shall repay Advances Outstanding in an amount equal to the sum of (i) the 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 Loan on the date of repurchase, plus (ii) any accrued and unpaid Interest thereon, plus (iii) 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, plus (iv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith (collectively, the “Retransfer Price”), and the 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 Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Trustee 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 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 2.18(b).

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 2.18(b2.19(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 Trustee Deal Agent, 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 amount determined by multiplying the percentage set forth in the definition of Weighted Average Advance Rate herein applicable to such Loan times the aggregate Outstanding Loan Balance of such Loan on the date of repurchaseIneligible Loan(s), plus (iiII) any accrued and unpaid Interest interest thereon, plus (iiiIII) 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, plus Agreement and (ivv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(b2.19(b) and the termination of any Hedge Transactions in whole or in part in connection therewith therewith, (collectively, the “Retransfer Price”), and the Trustee 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 Trustee Deal Agent, 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 2.18(b2.19(b).

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 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. Notwithstanding anything contained in this Section 2.18(b) to If 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 Trustee 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 Agent, the Borrower shall Issuer will repay Advances Outstanding in an amount equal pursuant to clause (1) above, the Depositor shall make a contemporaneous deposit to the sum Collection Account of (i) the 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 Loan on the date of repurchase, plus (ii) any accrued and unpaid Interest thereon, plus (iii) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in partrelated Retransfer Price, as required contemplated by the terms of any Hedge Agreement, plus (iv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith (collectively, the “Retransfer Price”), and the 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 Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Trustee 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 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 2.18(b3.05(b)(iii).

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 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. Notwithstanding anything contained in this Section 2.18(b) to If 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 Trustee 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 Agent, the Borrower shall Issuer will repay Advances Outstanding in an amount equal pursuant to clause (1) above, the Depositor shall make a contemporaneous deposit to the sum Collection Account of (i) the 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 Loan on the date of repurchase, plus (ii) any accrued and unpaid Interest thereon, plus (iii) all Hedge Breakage Costs owed to any relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in partrelated Retransfer Price, as required contemplated by the terms of any Hedge Agreement, plus (iv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith (collectively, the “Retransfer Price”), and the 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 Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Trustee 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 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 2.18(b3.05(b)(iii).

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 2.18(b2.19(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 Trustee Deal Agent, 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 (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 (iI) the amount determined by multiplying the percentage set forth in the definition of Weighted Average Advance Rate herein applicable to such Loan times the aggregate Outstanding Loan Balance of such Loan on the date of repurchaseIneligible Loan(s), plus (iiII) any accrued and unpaid Interest outstanding Servicer Advances thereon, plus (iiiIII) 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, plus Agreement and (ivIV) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(b2.19(b) and the termination of any Hedge Transactions in whole or in part in connection therewith therewith, (collectively, the “Retransfer Price”), and the Trustee 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 Trustee Deal Agent, 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 2.18(b2.19(b).

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 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 2.18(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 Trustee 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 Agent, the Borrower shall repay Advances Outstanding in an amount equal to the sum of (i) the 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 Loan on the date of repurchase, plus (ii) any accrued and unpaid Interest thereon, plus (iii) 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, plus (iv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(b) and the termination of any Hedge Transactions in whole or in part in connection therewith (collectively, the “Retransfer Price”), and the 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 Agent, on behalf of the Secured Parties, in immediately available funds an amount equal to the Retransfer Price therefor. Upon each such repayment, the Trustee 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 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 2.18(b).

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 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 2.18(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 Trustee 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 AgentBuyer, the Borrower Seller shall repay Advances Outstanding in an amount equal to the sum of (i) the 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 Loan on the date of repurchase, plus (ii) any accrued and unpaid Interest thereon, plus (iii) 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, plus (iv) any Breakage Costs incurred in connection with the retransfer of such Loan pursuant to this Section 2.18(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 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 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 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 Trustee 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 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 2.18(b)7.1.