Common use of Repurchase or Substitution of Warranty Collateral Obligations Clause in Contracts

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Collateral Manager and (y) receipt by the Borrower or the Collateral Manager of written notice thereof given by the Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, 9.5 or Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking representation or covenant warranty set forth in ARTICLE IX, ARTICLE X, Section 7.4(j) or Article IX with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), in each case, as of the applicable trade date with respect thereto, no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Administrative Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if (during the Revolving Period only) the Advances outstanding do not exceed the Borrowing Base. For the avoidance of doubt, any breach of a representation or warranty as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that set forth in the obligations first sentence of this Section 7.11 shall not constitute an Event of Default if the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorServicer otherwise complies with this Section 7.11.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event (A) of a breach of Section 9.5, 9.5 or Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation)) or (B) that, in each case as of the related Cut-Off Date(each Date, a Collateral Obligation did not satisfy the definition of “Eligible Collateral Obligation” (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency Advances Outstanding in an amount equal to the aggregate Repurchase Amount of such with respect to the Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation Obligation(s) one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation applicable representation or warranty shall be made true and correct or the eligibility criteria set forth in all material respects the definition of “Eligible Collateral Obligation” in the Loan Agreement that was not satisfied as of the applicable Cut-Off Date is satisfied; provided, further, that during the Revolving Period no such repurchase or substitution shall be required to be made with respect to such any Warranty Collateral Obligation as if such if, after giving effect to the Warranty Collateral Obligation had become part of the Collateral on such dayObligation, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations Upon confirmation of the deposit of the amounts set forth in this Section 9.35 into the Collection Account or the delivery by the Borrower of a Substitute Eligible Collateral Obligation for each Warranty Collateral Obligation pursuant to substitute any this Section 9.35 (the date of such confirmation or delivery, the “Release Date”), such Warranty Collateral Obligation is not intended toand Related Property shall be removed from the Collateral and, as applicable, the Substitute Eligible Collateral Obligation and Related Property shall notbe included in the Collateral. On the Release Date of each Warranty Collateral Obligation, constitute a guaranty the Collateral Agent, for the benefit of the collectability Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or payment warranty, all the right, title and interest and any Lien of any the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Collateral Obligation which is not collected, not paid, and any Related Property and all future monies due or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligorbecome due with respect thereto.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (x) a Repurchase Event or (y)(A) a breach of Section 9.5, Section 9.13 or Section 9.26 or of (B) a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Section 7.4(k), Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Services Provider and (y) receipt by the Borrower Equityholder or the Collateral Manager Services Provider of written notice thereof given by the Facility Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the greater of (I) the aggregate Repurchase Amount or (II) the aggregate Collateral Obligation Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) with respect to any Repurchase Event, require the Equityholder pursuant to the Sale Agreement to repurchase such Warranty Collateral Obligation or substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that (i) no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, period either (ix) such Repurchase Event shall no longer be continuing or (y) the representations and warranties set forth in ARTICLE IX clause (A) above with respect to such Warranty Collateral Obligation shall be made true and correct and the representations, warranties, undertakings and covenants set forth in clause (B) above with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or day and (ii) solely with respect to any Collateral Obligation which becomes a Warranty Collateral Obligation during the Revolving Period, no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower such repayment or substitution shall be required to substitute be made with respect to any Warranty Collateral Obligation if after excluding such Warranty Collateral Obligation is from the Borrowing Base, the aggregate principal amount of all Advances outstanding do not intended toexceed the Borrowing Base, and shall notthe Maximum Availability or the Facility Amount; provided, constitute a guaranty further that after the end of the collectability Revolving Period, any such repayment or payment substitution shall be effected no later than the earlier to occur of any Collateral Obligation which is not collected(i) 30 days and (ii) the next Distribution Date, not paid, or uncollectible in each case after the earlier of (x) knowledge of such breach on account the part of the insolvency, bankruptcy Equityholder or financial inability the Services Provider and (y) receipt by the Equityholder or the Services Provider of written notice thereof given by the Facility Agent (with a copy to pay of the related Obligoreach Agent).

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IXSections 7.14(k), ARTICLE X9.14, 9.15, 9.16, 9.17, 9.23, 9.25, 10.21, 10.23, 18.3 or 18.5(b) with respect to a Collateral Obligation that exists as of the Cut-Off Date (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of a Responsible Officer of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Facility Agent (with a copy to the Collateral Agent and each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if (during the Revolving Period only) the Advances outstanding do not exceed the Borrowing Base. For the avoidance of doubt, as applicable any breach of a representation or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that warranty set forth in the obligations first sentence of this Section 7.11 caused solely by a failure with respect to one or more Collateral Obligations shall not constitute an Event of Default if the Borrower Servicer otherwise complies with this Section 7.11 with respect to substitute any each such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorObligation.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IXSections 7.14(k), ARTICLE X9.14, 9.15, 9.16, 9.17, 9.23, 9.25, 10.21, 10.23, 18.3 or 18.5(b) with respect to a Collateral Obligation that exists as of the Cut-Off Date (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of a Responsible Officer of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Facility Agent (with a copy to the Collateral Agent and each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if (during the Revolving Period only) the Advances outstanding do not exceed the Borrowing Base. For the avoidance of doubt, as applicable any breach of a representation or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that warranty set forth in the obligations first sentence of this Section 7.11 caused solely by a failure with respect to one or more Collateral Obligations shall not constitute an Event of Default if the Borrower Servicer otherwise complies with this Section 7.11 with respect to substitute any each such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorObligation.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (x) a Repurchase Event or (y) a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Investment Manager and (y) receipt by the Borrower Equityholder or the Collateral Investment Manager of written notice thereof given by the Administrative Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, period either (ix) such Repurchase Event shall no longer be continuing or (y) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended toBase, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligoras applicable.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (A) a breach of Section 9.5, Section 9.13 or Section 9.26 or of (B) a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Section 7.4(k), Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties set forth in ARTICLE IX clause (A) above with respect to such Warranty Collateral Obligation shall be made true and correct and the representations, warranties, undertakings and covenants set forth in clause (B) above with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if the aggregate principal amount of all Advances outstanding do not exceed the Borrowing Base, as applicable the Maximum Availability or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorFacility Amount.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 any representation or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant warranty set forth in ARTICLE IX, ARTICLE X, Section 4.1 of the Sale and Contribution Agreement with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Collateral Manager Servicer and (y) receipt by the Borrower or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Administrative Agent), the Borrower shall either (a) cause the Equityholder to repurchase such Warranty Collateral Obligation for an amount not less than the Repurchase Amount for such Warranty Collateral Obligation and repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) cause the Equityholder to substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable day or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorBase.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (x) a Repurchase Event or (y) a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Investment Manager and (y) receipt by the Borrower Equityholder or the Collateral Investment Manager of written notice thereof given by the Facility Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, period either (ix) such Repurchase Event shall no longer be continuing or (y) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency existsBase, as applicable. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.Article XIVArticle VIII

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, 9.5 or Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking representation or covenant warranty set forth in ARTICLE IX, ARTICLE X, Section 7.4(k) or Article IX with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), in each case, as of the applicable trade date with respect thereto, no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Administrative Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in -64- all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if (during the Revolving Period only) the Advances outstanding do not exceed the Borrowing Base. For the avoidance of doubt, any breach of a representation or warranty as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that set forth in the obligations first sentence of this Section 7.11 shall not constitute an Event of Default if the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorServicer otherwise complies with this Section 7.11.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, 9.5 or Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking representation or covenant warranty set forth in ARTICLE IX, ARTICLE X, Section 7.4(j) or Article IX with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), in each case, as of the applicable trade date with respect thereto, no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Administrative Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if (during the Revolving Period only) the Advances outstanding do not exceed the Borrowing Base. For the avoidance of doubt, any breach of a representation or warranty as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that set forth in the obligations first sentence of this Section 7.11 shall not constitute an Event of Default if the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorServicer otherwise complies with this Section 7.11.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event (A) of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case ) as of the related Cut-Off Date(each Date or (B) that, as of the related Cut-Off Date, a Collateral Obligation did not satisfy the definition of “Eligible Collateral Obligation” (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency Advances Outstanding in an amount equal to the aggregate Repurchase Amount of such with respect to the Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation Obligation(s) one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; providedprovided that, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation applicable representation or warranty shall be made true and correct or the eligibility criteria set forth in all material respects the definition of “Eligible Collateral Obligation” herein that was not satisfied as of the applicable Cut-Off Date is satisfied; provided further that, during the Revolving Period no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Obligation to the extent that no Borrowing Base Deficiency exists after giving effect to the inclusion in the Collateral of such Warranty Collateral Obligation. Upon confirmation of the deposit of the amounts set forth in this Section 9.35 into the Collection Account or the delivery by the Borrower of a Substitute Eligible Collateral Obligation for each Warranty Collateral Obligation pursuant to this Section 9.35 (the date of such confirmation or delivery, the “Release Date”), such Warranty Collateral Obligation and Related Property shall be removed from the Collateral and, as if such applicable, the Substitute Eligible Collateral Obligation and Related Property shall be included in the Collateral. On the Release Date of each Warranty Collateral Obligation, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Collateral Obligation had and any Related Property and all future monies due or to become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligordue with respect thereto.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, IX or ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case case, as of the related Cut-Off Date(each Date (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 thirty (30) days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Collateral Manager Servicer and (y) receipt by the Borrower or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Agent and the Collateral Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Aggregate Eligible Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, provided that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, either (i) the representations and warranties in ARTICLE IX or ARTICLE X with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Section 7.4(k), Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable day or (ii) no if the Advances Outstanding do not exceed the Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorBase.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event (A) of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case ) as of the related Cut-Off Date(each Date or (B) that, as of the related Cut-Off Date, a Collateral Obligation did not satisfy the definition of “Eligible Collateral Obligation” (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency Advances Outstanding in an amount equal to the aggregate Repurchase Amount of such with respect to the Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation Obligation(s) one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; providedprovided that, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation applicable representation or warranty shall be made true and correct or the eligibility criteria set forth in all material respects the definition of “Eligible Collateral Obligation” herein that was not satisfied as of the applicable Cut-Off Date is satisfied; provided further that, during the Revolving Period no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Obligation to the extent that no Borrowing Base Deficiency exists after giving effect to the inclusion in the Collateral of such Warranty Collateral Obligation. Upon confirmation of the deposit of the amounts set forth in this Section 9.35 into the Borrower Collection Account or the delivery by the Borrower of a Substitute Eligible Collateral Obligation for each Warranty Collateral Obligation pursuant to this Section 9.35 (the date of such confirmation or delivery, the “Release Date”), such Warranty Collateral Obligation and Related Property shall be removed from the Collateral and, as if such applicable, the Substitute Eligible Collateral Obligation and Related Property shall be included in the Collateral. On the Release Date of each Warranty Collateral Obligation, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Collateral Obligation had and any Related Property and all future monies due or to become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligordue with respect thereto.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case as of the related Cut-Off Date(each Acquisition Date (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, period either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency existsapplicable. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Section 24(k) of the Investment Management Agreement, Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Investment Manager and (y) receipt by the Borrower Equityholder or the Collateral Investment Manager of written notice thereof given by the Agent (with a copy to each Lender Administrative Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations Obligation with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if the Advances outstanding do not exceed the Borrowing Base. Notwithstanding the foregoing, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such “Warranty Collateral Obligation is Obligations” shall be deemed not intended to, and shall not, constitute a guaranty of the collectability or payment of to include any Excluded Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorObligation.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (x) a Repurchase Event or (y) a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Investment Manager and (y) receipt by the Borrower Equityholder or the Collateral Investment Manager of written notice thereof given by the Agent (with a copy to each Lender Administrative Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, period either (ix) such Repurchase Event shall no longer be continuing or (y) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended toBase, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligoras applicable.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (A) a breach of Section 9.5, Section 9.13 or Section 9.26 or of (B) a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Section 7.4(k), Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), ) in each case as of the related Cut-Off Date(each trade date with respect thereto (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) actual knowledge of such breach on the part of a Responsible Officer of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties set forth in ARTICLE IX clause (A) above with respect to such Warranty Collateral Obligation shall be made true and correct and the representations, warranties, undertakings and covenants set forth in clause (B) above with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if the Advances outstanding do not exceed the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, any breach of a representation or warranty as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that set forth in the obligations first sentence of this Section 7.11 shall not constitute an Event of Default if the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorServicer otherwise complies with this Section 7.11.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (x) a Repurchase Event or (y) a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Investment Manager and (y) receipt by the Borrower Equityholder or the Collateral Investment Manager of written notice thereof given by the Agent (with a copy to each Lender Administrative Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, period either (ix) such Repurchase Event shall no longer be continuing or (y) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended toBase, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligoras applicable.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (x) a Repurchase Event or (y) a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Investment Manager and (y) receipt by the Borrower Equityholder or the Collateral Investment Manager of written notice thereof given by the Facility Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, period either (ix) such Repurchase Event shall no longer be continuing or (y) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended toBase, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligoras applicable.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Collateral Manager and (y) receipt by the Borrower or the Collateral Manager of written notice thereof given by the Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-day period, either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event (A) of a breach of Section 9.5, 9.5 or Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case ) as of the related Cut-Off Date(each Date or (B) that, as of the related Cut-Off Date, a Collateral Obligation did not satisfy the definition of “Eligible Collateral Obligation” (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency Advances Outstanding in an amount equal to the aggregate Repurchase Amount of such with respect to the Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation Obligation(s) one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that that, no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation applicable representation or warranty shall be made true and correct or the eligibility criteria set forth in all material respects the definition of “Eligible Collateral Obligation” in the Loan Agreementherein that was not satisfied as of the applicable Cut-Off Date is satisfied; provided, further, that, during the Revolving Period no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Obligation if, after giving effect to the Warranty Collateral Obligation,to the extent that no Borrowing Base Deficiency exists after giving effect to the inclusion in the Collateral of such Warranty Collateral Obligation. Upon confirmation of the deposit of the amounts set forth in this Section 9.35 into the Collection Account or the delivery by the Borrower of a Substitute Eligible Collateral Obligation for each Warranty Collateral Obligation pursuant to this Section 9.35 (the date of such confirmation or delivery, the “Release Date”), such Warranty Collateral Obligation and Related Property shall be removed from the Collateral and, as if such applicable, the Substitute Eligible Collateral Obligation and Related Property shall be included in the Collateral. On the Release Date of each Warranty Collateral Obligation, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Collateral Obligation had and any Related Property and all future monies due or to become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligordue with respect thereto.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, period either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if there is a Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorDeficiency.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in each case as of the related Cut-Off Date(each Acquisition Date (each such Collateral Obligation, a “Warranty Collateral Obligation”), unless the Borrowing Base Condition is satisfied, no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans outstanding the Outstanding Loan Amount in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Revised Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, period either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no Borrowing Base Deficiency existsapplicable. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Section 24(k) of the Investment Management Agreement, Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a -69- Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Investment Manager and (y) receipt by the Borrower Equityholder or the Collateral Investment Manager of written notice thereof given by the Facility Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations Obligation with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable day or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency existsor the Maximum Availability. It is understood and agreed that Notwithstanding the obligations of the Borrower to substitute any such foregoing, “Warranty Collateral Obligation is Obligations” shall be deemed not intended to, and shall not, constitute a guaranty of the collectability or payment of to include any Excluded Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorObligation.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Facility USActive 31637433.4 -88- Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) period the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency existsBase, as applicable. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of (A) a breach of Section 9.5, 9.5 or Section 9.13 or Section 9.26 or of (B) a material breach of any other representation, warranty, undertaking representation or covenant warranty set forth in ARTICLE IX, ARTICLE X, Section 7.4(j) or Article IX with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), in each case, as of the applicable trade date with respect thereto, no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties set forth in ARTICLE IX clause (A) above 73 with respect to such Warranty Collateral Obligation shall be made true and correct and the representations, warranties, undertakings and covenants set forth in clause (B) above with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if (during the Revolving Period only) the Advances outstanding do not exceed the Borrowing Base, the Maximum Availability or the Facility Amount. For the avoidance of doubt, any breach of a representation or warranty as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that set forth in the obligations first sentence of this Section 7.11 shall not constitute an Event of Default if the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorServicer otherwise complies with this Section 7.11.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Facility Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) period the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such day, as applicable or (ii) no if the Advances outstanding do not exceed the Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended toBase, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligoras applicable.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event (A) of a breach of Section 9.5, 9.5 or Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation)) or (B) that, in each case as of the related Cut-Off Date(each Date, a Collateral Obligation did not satisfy the definition of “Eligible Collateral Obligation” (each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans outstanding in the applicable Eligible Currency Advances Outstanding in an amount equal to the aggregate Repurchase Amount of such with respect to the Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation Obligation(s) one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE IX with respect to such Warranty Collateral Obligation applicable representation or warranty shall be made true and correct or the eligibility criteria set forth in all material respects the definition of “Eligible Collateral Obligation” in the Loan Agreement that was not satisfied as of the applicable Cut-Off Date is satisfied; provided, further, that during the Revolving Period no such repurchase or substitution shall be required to be made with respect to such any Warranty Collateral Obligation as if such if, after giving effect to the Warranty Collateral Obligation had become part of the Collateral on such dayObligation, as applicable or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations Upon payment of the Repurchase Amount pursuant to this Section 9.35, the Borrower shall convey the related Warranty Collateral Obligation to substitute any the Equityholder, without warranty except for the absence of liens imposed by the Borrower, the Facility Agent or their respective designees. Upon confirmation of the deposit of the amounts set forth in this Section 9.35 into the Collection Account or the delivery by the Borrower of a Substitute Eligible Collateral Obligation for each Warranty Collateral Obligation pursuant to this Section 9.35 (the date of such confirmation or delivery, the “Release Date”), such Warranty Collateral Obligation is not intended toand Related Property shall be removed from the Collateral and, as applicable, the Substitute Eligible Collateral Obligation and Related Property shall notbe included in the Collateral. On the Release Date of each Warranty Collateral Obligation, constitute a guaranty the Collateral Agent, for the benefit of the collectability Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or payment warranty, all the right, title and interest and any Lien of any the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Collateral Obligation which is not collected, not paid, and any Related Property and all future monies due or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligorbecome due with respect thereto.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In a)In the event of (A) a breach of Section 9.5, Section 9.13 or Section 9.26 or of (B) a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE Section 7.4(k), Article IX, ARTICLE Article X, Section 18.3 or Section 18.5(b) with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Agent (with a copy to each Lender Facility Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties set forth in ARTICLE IX clause (A) above with respect to such Warranty Collateral Obligation shall be made true and correct and the representations, warranties, undertakings and covenants set forth in clause (B) above with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if the aggregate principal amount of all Advances outstanding do not exceed the Borrowing Base, as applicable the Maximum Availability or (ii) no Borrowing Base Deficiency exists. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorFacility Amount.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IXSections 9.14, ARTICLE X9.15, 9.16, 9.17, 9.23, 9.25, 10.21, 10.23, 18.3 or 18.5(b) with respect to a Collateral Obligation that exists as of the Cut- Off Date (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of a Responsible Officer of the Borrower or the Collateral Manager Equityholder and (y) receipt by the Borrower or the Collateral Manager Equityholder of written notice thereof given by the Facility Agent (with a copy to the Collateral Agent and each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding (first in the applicable Eligible Currency, then, to the extent proceeds are remaining, in another Eligible Currency designated by the Servicer) in an amount equal to the aggregate Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations denominated in the same Eligible Currencies with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if (during the Revolving Period only) the Advances outstanding do not exceed the Borrowing Base, as applicable the Maximum Availability or (ii) no Borrowing Base Deficiency existsthe Facility Amount. It is understood and agreed that For the obligations avoidance of doubt, any breach of a representation or warranty set forth in the Borrower first sentence of this Section 7.11 caused solely by a failure with respect to substitute any one or more Collateral Obligations shall not constitute an Event of Default if the Servicer otherwise complies with this Section 7.11 with respect to each such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related ObligorObligation.

Repurchase or Substitution of Warranty Collateral Obligations. (a) In the event of a breach of Section 9.5, Section 9.13 or Section 9.26 or of a material breach of any other representation, warranty, undertaking or covenant set forth in ARTICLE IX, ARTICLE X, with respect to a Collateral Obligation (or the Related Security and other related collateral constituting part of the Collateral related to such Collateral Obligation), in ) (each case as of the related Cut-Off Date(each such Collateral Obligation, a “Warranty Collateral Obligation”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower Equityholder or the Collateral Manager Servicer and (y) receipt by the Borrower Equityholder or the Collateral Manager Servicer of written notice thereof given by the Facility Agent (with a copy to each Lender Agent), the Borrower shall either (a) repay Loans Advances outstanding in the applicable Eligible Currency in an amount equal to the aggregate USActive 57084911.14 -83- Repurchase Amount of such Warranty Collateral Obligation(s) to which such breach relates on the terms and conditions set forth below or (b) substitute for such Warranty Collateral Obligation one or more Eligible Collateral Obligations with an aggregate Collateral Obligation Amount at least equal to the Repurchase Amount of the Warranty Collateral Obligation(s) being replaced; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Obligation (and such Collateral Obligation shall cease to be a Warranty Collateral Obligation) if, on or before the expiration of such 30-30 day period, either (i) period the representations and warranties in ARTICLE Article IX with respect to such Warranty Collateral Obligation shall be made true and correct in all material respects with respect to such Warranty Collateral Obligation as if such Warranty Collateral Obligation had become part of the Collateral on such dayday or if the Advances outstanding do not exceed the Borrowing Base, as applicable or (ii) no Borrowing Base Deficiency existsapplicable. It is understood and agreed that the obligations of the Borrower to substitute any such Warranty Collateral Obligation is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Collateral Obligation which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.