Common use of Substitution of Collateral Loans Clause in Contracts

Substitution of Collateral Loans. On any day following the Warehouse Closing Date and prior to the occurrence of an Event of Default (and thereafter with the prior written consent of the Administrative Agent) and so long as the Buyer is permitted to do so pursuant to Section 10.1(a)(vii) of the Credit Agreement, the Seller may, subject to the conditions set forth in Section 10.1(a)(vii) of the Credit Agreement and in this Section 6.01, optionally substitute any Collateral Loan that is a Credit Risk Loan or Defaulted Loan, with one or more other Collateral Loans, provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has notified the Buyer, the Collateral Agent and the Administrative Agent in writing identifying the Collateral Loan to be replaced (a “Replaced Loan”) and the Collateral Loan(s) to be substituted therefore (each, a “Substitute Loan”); (b) each Substitute Loan is a Collateral Loan meeting the requirements set forth in the definition of Collateral Loan on the date of substitution; (c) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct in all material respects as of the date of substitution of any such Substitute Loan; (d) the outstanding Aggregate Principal Balance of such Substitute Loan(s) shall be equal to or greater than the outstanding Aggregate Principal Balance of such Replaced Loan(s); (e) the substitution of any Substitute Loan will not cause a Default or an Event of Default to occur; (f) the Repurchase and Substitution Limits applicable to any such substitution are satisfied; (g) after giving effect to any such substitution, each Coverage Test shall be satisfied; (h) after giving effect to any such substitution, each Collateral Quality Test is satisfied (or if not satisfied, maintained or improved); (i) after giving effect to any such substitution, the Eligibility Criteria shall be satisfied; (j) the Seller shall deliver to the Buyer on the date of such substitution a revised Schedule I that shall include such Substitute Loan(s) and shall have deleted such Replaced Loan(s); and (k) the Seller shall deliver to the Buyer, the Collateral Agent and the Administrative Agent on the date of such substitution a certificate of an Authorized Officer stating that the foregoing conditions have been or will be met upon such replacement and substitution and an assignment substantially in the form of Exhibit A hereto with respect to such Substitute Loan(s). Contemporaneously with the receipt of the Substitute Loan, 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 Replaced Loan and Related Contracts pursuant to this Section 6.01, and the Buyer shall cause the Collateral Agent to release the Lien of the Credit Agreement thereon.

Substitution of Collateral Loans. On any day following the Warehouse Closing Date and prior to the occurrence of an Event of Default (and thereafter with the prior written consent of the Administrative Agent) and so long as the Buyer is permitted to do so pursuant to Section 10.1(a)(vii) of the Credit Agreement, the Seller may, subject to the conditions set forth in Section 10.1(a)(vii) of the Credit Agreement and in this Section 6.01, optionally substitute replace any Collateral Loan that is a Credit Risk Loan or Defaulted Loan, Loan with one or more other Collateral Loans, provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution: (a) the Seller has notified the Buyer, the Collateral Agent and the Administrative Agent in writing identifying the Collateral Loan to be replaced (a “Replaced Loan”) and the Collateral Loan(s) to be substituted therefore (each, a “Substitute Loan”); (b) each Substitute Loan is a Collateral Loan meeting the requirements set forth in the definition of Collateral Loan on the date of substitution; (c) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct in all material respects as of the date of substitution of any such Substitute Loan; (d) the aggregate outstanding Aggregate Principal Balance principal balance of such Substitute Loan(s) shall be equal to or greater than the outstanding Aggregate Principal Balance principal balance of such Replaced Loan(s); (ed) the substitution of any Substitute Loan will not cause a Default or an Event of Default to occur; (fe) the Repurchase and Substitution Limits applicable to any such substitution are satisfied; (gf) after giving effect to any such substitution, each Coverage Test shall be satisfied; (hg) after giving effect to any such substitution, each Collateral Quality Test is satisfied (or if not satisfied, maintained or improved); (ih) after giving effect to any such substitution, the Eligibility Criteria shall be satisfied; (ji) the Seller shall deliver to the Buyer on the date of such substitution a revised Schedule I that shall include such Substitute Loan(s) and shall have deleted such Replaced Loan(s); and (kj) the Seller shall deliver to the Buyer, the Collateral Agent and the Administrative Agent on the date of such substitution a certificate of an Authorized Officer stating that the foregoing conditions have been or will be met upon such replacement and substitution and an assignment substantially in the form of Exhibit A hereto with respect to such Substitute Loan(s). Contemporaneously with the receipt of the Substitute Loan, 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 Replaced Loan and Related Contracts pursuant to this Section 6.01, and the Buyer shall cause the Collateral Agent to release the Lien of the Credit Agreement thereon.

Substitution of Collateral Loans. On any day following (a) The Seller shall have the Warehouse Closing Date and prior right, but not the obligation, subject to the occurrence of an Event of Default (and thereafter with the prior written consent of the Administrative Agent) Agent and so long as the Buyer is permitted Purchaser, in their sole discretion, to do so pursuant to Section 10.1(a)(vii) of the Credit Agreement, the Seller may, subject to the conditions set forth in Section 10.1(a)(vii) of the Credit Agreement and in this Section 6.01, optionally substitute any Collateral Loan that is a Credit Risk Loan or Defaulted Loan, with one or more other Collateral LoansLoans (“Substitute Eligible Collateral Loan”) for a Collateral Loan (each such act, provided that no such replacement a “Substitution”). (b) The Substitution shall not occur unless each of the following conditions is are satisfied as of the date of such replacement and substitutionSubstitution: (ai) the Seller has notified recommended to the Buyer, Purchaser and the Administrative Agent (with a copy to the Collateral Agent and the Administrative Agent Custodian) in writing identifying that the Collateral Loan to be replaced (a “Replaced Loan”) and the Collateral Loan(s) to should be substituted therefore replaced (each, a “Substitute Replaced Collateral Loan”); (bii) each Substitute Loan no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes a Collateral Loan meeting the requirements set forth in the definition of Collateral Loan on the date of substitutionDefault; (ciii) the Minimum OC Coverage Test is satisfied (or, if not satisfied immediately prior to such Substitution, compliance with the Minimum OC Coverage Test is maintained or improved); (iv) all representations and warranties of the Seller contained in Sections 4.01 4.1 and 4.02 4.2 shall be true and correct in all material respects as of the date of substitution Substitution (other than any representation and warranty that is made as of any such a specific date); (v) no selection procedures adverse to the interests of the Purchaser, the Administrative Agent, the Lenders or the other Secured Parties were utilized by the Seller in the selection of the Collateral Loan to be replaced by the Substitute Eligible Collateral Loan; (dvi) the outstanding Aggregate Principal Balance limits set forth in Section 10.03 of such Substitute Loan(s) shall be equal to or greater than the outstanding Aggregate Principal Balance of such Replaced Loan(s); (e) the substitution of any Substitute Loan will not cause a Default or an Event of Default to occur; (f) the Repurchase and Substitution Limits Credit Agreement applicable to any such substitution Substitution are satisfied; (gvii) after giving effect each Collateral Loan that is replaced pursuant to any such substitution, each Coverage Test the terms of this Section 6.2 shall be satisfied; (h) after giving effect to any such substitution, each substituted only with another Collateral Quality Test is satisfied (or if not satisfied, maintained or improved); (i) after giving effect to any such substitution, Loan that meets the Eligibility Criteria shall be satisfied; (j) the Seller shall deliver to the Buyer on the date of such substitution a revised Schedule I that shall include such Substitute Loan(s) and shall have deleted such Replaced Loan(s)foregoing conditions; and (kviii) the Seller shall deliver to the Buyerall terms, the Collateral Agent provisions, representations, warranties and the Administrative Agent on the date of such substitution a certificate of an Authorized Officer stating that the foregoing conditions have been or will be met upon such replacement and substitution and an assignment substantially in the form of Exhibit A hereto covenants hereunder with respect to such Substitute Loan(s). Contemporaneously with Collateral Loans that have been Sold by the receipt of the Substitute Loan, the Buyer shall sell, transfer, assign, set over and otherwise convey Seller to the Seller, without recourse, all the right, title and interest of the Buyer in and Purchaser hereunder shall apply equally to any Replaced Loan and Related Contracts pursuant to this Section 6.01, and the Buyer shall cause the Substitute Eligible Collateral Agent to release the Lien of the Credit Agreement thereonLoans.