Repurchase or Substitution of Loan Assets. (a) The Seller may (in accordance with and subject to the requirements of the LFSA) from time to time, in its sole discretion, either (i) repurchase a Loan Asset (each, a “Repurchase”) or (ii) substitute for such Loan Asset a Collateral Loan (each, a “Substitution” and such Collateral Loan, a “Substitute Loan Asset”), in each case in accordance with and subject to the requirements of Section 7.11 of the LFSA. Upon a Repurchase Event, the Seller shall repurchase or substitute the applicable Loan Assets upon the request of the Purchaser in accordance with and subject to the requirements of Section 7.12 of the LFSA.
(b) In connection with the Repurchase or Substitution of a Loan Asset, the Purchaser shall deliver written notice thereof to the Facility Agent substantially in the form set forth in Schedule C hereto (each, a “Repurchase/Substitution Notice”), designating the Conveyance Date and attaching a supplement to Schedule A identifying the Loan Assets and, as applicable, the Substitute Loan Assets to be Conveyed and the Repurchase Price or Substitution Value, as applicable, with respect to such Conveyance. On the terms and subject to the conditions set forth in this Agreement and the LFSA, the Purchaser shall Convey to the Seller without recourse (except to the extent specifically provided herein), and the Seller shall accept such Conveyance, on the applicable Conveyance Date, all of the Purchaser’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to each Loan Asset then reported by the Purchaser on the Schedule A attached to the related Repurchase/Substitution Notice, together with all Related Security and proceeds of the foregoing. In the case of a Substitution, Seller shall then Convey to the Purchaser without recourse (except to the extent specifically provided herein), and the Purchaser shall accept such Conveyance, on the applicable Conveyance Date, all of the Seller’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to each Substitute Loan Asset then reported by the Purchaser on the Schedule A attached to the related Repurchase/Substitution Notice, together with all proceeds of the foregoing. For the avoidance of doubt, Schedule A, when delivered in accordance with the terms hereof, shall automatically be deemed to update any previously delivered Schedule A without the need for action or consent on the part of any Person.
