Common use of Seller’s Optional Right to Repurchase Collateral Obligations Clause in Contracts

Seller’s Optional Right to Repurchase Collateral Obligations. (a) In addition to its right of substitution hereunder, so long as the Seller is permitted to do so pursuant to Section 10.01(a)(vi) of the Credit Agreement, the Seller may, subject to the conditions set forth in Section 10.01(a)(vi) and Section 10.01(a)(viii) of the Credit Agreement and this Section 6.02, repurchase any Credit Risk Loan, Defaulted Loan or Excess Concentration Loan and Related Property at the Repurchase Price, provided that no such repurchase shall occur unless each of the following conditions is satisfied as of the date thereof: (i) the Repurchase and Substitution Limits applicable to any such repurchase are satisfied; (ii) the Acquisition and Disposition Standards are adhered to; (iii) the Seller shall deposit in the Collection Account the Repurchase Price with respect to such Collateral Obligation and Related Property as of the date of such repurchase. (b) Promptly upon request of the Seller to do so, the Buyer (or the Collateral Manager on its behalf) shall determine each component of the Repurchase Price and shall notify the Seller of each thereof and of the Repurchase Price with respect thereto should the Seller elect to exercise its repurchase option. No later than ten (10) Business Days after receipt of such information, the Seller may, at its option, by written notice to the Buyer, the Collateral Manager, the Collateral Agent and the Facility Agent, elect to exercise its right to repurchase such Collateral Obligation and Related Property and, on such date or within five (5) Business Days thereafter, repurchase such Collateral Obligation and Related Property. Failure by the Seller to exercise such option to repurchase any Collateral Obligation and Related Property at any time shall not affect the ability of the Seller to exercise such right at a later date with respect to such Collateral Obligation and Related Property provided the Repurchase Price is redetermined at such later time. (c) Contemporaneously with the receipt of the Repurchase Price, the Buyer shall sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, all the right, title and interest of the Buyer in and to any Collateral Obligation and Related Property repurchased by the Seller pursuant to Section 6.02(a), and the Buyer shall cause the Collateral Agent to release the Lien of the Credit Agreement thereon.

Seller’s Optional Right to Repurchase Collateral Obligations. (a) In addition to its right of substitution hereunder, on any day following the Warehouse Closing Date and prior to the occurrence of an Event of Default (and thereafter with the prior consent of the Administrative Agent) and so long as the Seller Buyer is permitted to do so pursuant to Section 10.01(a)(vi10.1(a)(ix) of the Credit Agreement, the Seller may, subject to the conditions set forth in Section 10.01(a)(vi) and Section 10.01(a)(viii10.1(a)(ix) of the Credit Agreement and this Section 6.02, optionally repurchase or purchase, as applicable, any Collateral Obligation that is a Credit Risk Loan or Defaulted Loan, Defaulted Loan or Excess Concentration Loan and Related Property as applicable, at the Repurchase Price, provided that no such repurchase shall occur unless each of the following conditions is satisfied as of the date thereof: (i) the Repurchase and Substitution Limits applicable to any such repurchase are satisfied;; and (ii) the Acquisition and Disposition Standards are adhered to; (iii) the Seller shall deposit in the Collection Account the Repurchase Price with respect to such Collateral Obligation and Related Property Credit Risk Loan or Defaulted Loan as of the date of such repurchase. (b) Promptly upon request of the Seller to do so, the Buyer (or the Collateral Manager on its behalf) shall determine each component of the Repurchase Price and shall notify the Seller of each thereof and of the Repurchase Price with respect thereto should the Seller elect to exercise its repurchase option. No later than ten (10) Business Days after receipt of such information, the Seller may, at its option, by written notice to the Buyer, the Collateral Manager, the Collateral Agent and the Facility Administrative Agent, elect to exercise its right to repurchase such Collateral Obligation and Related Property Credit Risk Loan or Defaulted Loan and, on such date or within five (5) Business Days thereafter, repurchase such Collateral Obligation and Related PropertyCredit Risk Loan or Defaulted Loan. Failure by the Seller to exercise such option to repurchase any Collateral Obligation and Related Property Credit Risk Loan or Defaulted Loan at any time shall not affect the ability of the Seller to exercise such right at a later date with respect to such Collateral Obligation and Related Property Credit Risk Loan or Defaulted Loan provided the Repurchase Price is redetermined at such later time. (c) Contemporaneously with the receipt of the Repurchase Price, the Buyer shall sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, all the right, title and interest of the Buyer in in, to and to under any Collateral Obligation and Related Property Credit Risk Loan or Defaulted Loan purchased or repurchased by the Seller pursuant to Section 6.02(a), and the Buyer shall cause the Collateral Agent to release the Lien of the Credit Agreement thereon. (d) To the extent any Repurchase Price exceeds the fair market value (as determined by the Seller) of the related Credit Risk Loan or Defaulted Loan, such excess shall be deemed a capital contribution by the Seller to the Buyer.

Seller’s Optional Right to Repurchase Collateral Obligations. (a) In addition to its right of substitution hereunder, on any day prior to the occurrence of an Event of Default (and thereafter with the prior consent of the Facility Agent) and so long as the Seller Buyer is permitted to do so pursuant to Section 10.01(a)(vi10.1(a)(vii) of the Credit Agreement, the Seller may, subject to the conditions set forth in Section 10.01(a)(vi) and Section 10.01(a)(viii10.1(a)(vii) of the Credit Agreement and this Section 6.02, optionally repurchase or purchase, as applicable, any Collateral Obligation that is a Credit Risk Obligation or Defaulted Loan, Defaulted Loan or Excess Concentration Loan and Related Property as applicable, at the Repurchase Price, provided that no such repurchase shall occur unless each of the following conditions is satisfied as of the date thereof: (i) the Repurchase and Substitution Limits applicable to any such repurchase are satisfied;; and (ii) the Acquisition and Disposition Standards are adhered to; (iii) the Seller shall deposit in the Collection Account the Repurchase Price with respect to such Collateral Credit Risk Obligation and Related Property or Defaulted Loan as of the date of such repurchase. (b) Promptly upon request of the Seller to do so, the Buyer (or the Collateral Manager on its behalf) shall determine each component of the Repurchase Price and shall notify the Seller of each thereof and of the Repurchase Price with respect thereto should the Seller elect to exercise its repurchase option. No later than ten (10) Business Days after receipt of such information, the Seller may, at its option, by written notice to the Buyer, the Collateral Manager, the Collateral Agent and the Facility Agent, elect to exercise its right to repurchase such Collateral Credit Risk Obligation and Related Property or Defaulted Loan and, on such date or within five (5) Business Days thereafter, repurchase such Collateral Credit Risk Obligation and Related Propertyor Defaulted Loan. Failure by the Seller to exercise such option to repurchase any Collateral Credit Risk Obligation and Related Property or Defaulted Loan at any time shall not affect the ability of the Seller to exercise such right at a later date with respect to such Collateral Credit Risk Obligation and Related Property or Defaulted Loan provided the Repurchase Price is redetermined at such later time. (c) Contemporaneously with the receipt of the Repurchase Price, the Buyer shall sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, all the right, title and interest of the Buyer in in, to and to under any Collateral Credit Risk Obligation and Related Property or Defaulted Loan purchased or repurchased by the Seller pursuant to Section 6.02(a), and the Buyer shall cause the Collateral Agent to release the Lien of the Credit Agreement thereon. (d) To the extent any Repurchase Price exceeds the fair market value (as determined by the Seller) of the related Credit Risk Obligation or Defaulted Loan, such excess shall be deemed a capital contribution by the Seller to the Buyer.

Seller’s Optional Right to Repurchase Collateral Obligations. (a) In addition to its right of substitution hereunder, on any day prior to the occurrence of an Event of Default (and thereafter with the prior consent of the Collateral Agent) and so long as the Seller Buyer is permitted to do so pursuant to Section 10.01(a)(vi) 12.5 of the Credit AgreementIndenture, the Seller may, subject to the conditions set forth in Section 10.01(a)(vi) and Section 10.01(a)(viii) of the Credit Agreement and this Section 6.02, repurchase any Credit Risk Loan, Obligation or Defaulted Loan or Excess Concentration Loan and Related Property Obligation at the Repurchase Price; provided that, provided that no such repurchase shall occur unless each of the following conditions is satisfied as of the date thereof: (i) the Repurchase and Substitution Limits applicable to any such repurchase are satisfied;; and (ii) the Acquisition and Disposition Standards are adhered to; (iii) the Seller shall deposit in the Collection Account the Repurchase Price with respect to such Collateral Credit Risk Obligation and Related Property or Defaulted Obligation as of the date of such repurchase. (b) Promptly upon request of the Seller to do soSeller, the Buyer (or the Collateral Manager on its behalf) shall determine each component of the Repurchase Price and shall notify the Seller of each thereof and of the Repurchase Price with respect thereto should the Seller elect to exercise its repurchase option. No later than ten (10) 10 Business Days after receipt of such information, the Seller may, at its option, by written notice to the Buyer, the Collateral Manager, the Collateral Trustee, the Loan Agent and the Facility Collateral Agent, elect to exercise its right to repurchase such Collateral Credit Risk Obligation and Related Property or Defaulted Obligation and, on such date or within five (5) Business Days thereafter, repurchase such Collateral Credit Risk Obligation and Related Propertyor Defaulted Obligation. Failure by the Seller to exercise such option to repurchase any Collateral Credit Risk Obligation and Related Property or Defaulted Obligation at any time shall not affect the ability of the Seller to exercise such right at a later date with respect to such Collateral Credit Risk Obligation and Related Property or Defaulted Obligation provided the Repurchase Price is redetermined at such later time. (c) Contemporaneously with the receipt of the Repurchase Price, the Buyer shall sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, all the right, title and interest of the Buyer in in, to and to under any Collateral Credit Risk Obligation and Related Property or Defaulted Obligation repurchased by the Seller pursuant to Section 6.02(a), and the Buyer shall cause the Collateral Agent to release the Lien of the Credit Agreement Indenture thereon.