Common use of Substitution of Collateral Obligations Clause in Contracts

Substitution of Collateral Obligations. 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 said section and in this Section 6.01, replace any Credit Risk Loan, Defaulted Loan or Excess Concentration Loan and Related Property with one or more other Collateral Obligations, 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 and the Facility Agent in writing identifying the Collateral Obligation to be replaced (a “Replaced Loan”) and the Collateral Obligation(s) to be substituted therefore (each, a “Substitute Loan”); (b) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct as of the date of substitution of any such Substitute Loan; (c) the Repurchase and Substitution Limits applicable to any such substitution are satisfied; (d) the Acquisition and Disposition Standards are adhered to; (e) 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 (f) the Seller shall deliver to the Buyer and the Facility Agent on the date of such substitution a certificate of a Responsible 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 Property 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 Obligations. So On any day prior to the occurrence of an Event of Default (and thereafter with the prior written 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 said section Section 10.1(a)(vii) of the Credit Agreement and in this Section 6.01, replace optionally substitute any Collateral Obligation that is a Credit Risk Obligation or Defaulted Loan, Defaulted Loan or Excess Concentration Loan and Related Property with one or more other Collateral Obligations, 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 Buyer, the Collateral Agent and the Facility Agent in writing identifying the Collateral Obligation to be replaced (a “Replaced LoanObligation”) and the Collateral Obligation(s) to be substituted therefore (each, a “Substitute LoanObligation”); (b) each Substitute Obligation is a Collateral Obligation meeting the requirements set forth in the definition of Collateral Obligation 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 LoanObligation; (cd) the outstanding Aggregate Principal Balance of such Substitute Obligation(s) shall be equal to or greater than the outstanding Aggregate Principal Balance of such Replaced Obligation(s); (e) the substitution of any Substitute Obligation 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; (dg) the Acquisition and Disposition Standards are adhered toafter giving effect to any such substitution, each Coverage Test shall be satisfied; (eh) 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(sObligation(s) and shall have deleted such Replaced Loan(sObligation(s); and (fk) the Seller shall deliver to the Buyer Buyer, the Collateral Agent and the Facility Agent on the date of such substitution a certificate of a Responsible 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(sObligation(s). Contemporaneously with the receipt of the Substitute LoanObligation, 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 Obligation and Related Property 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 Obligations. So On any day 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 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 said section Section 10.1(a)(ix) of the Credit Agreement and in this Section 6.01, replace optionally substitute any Collateral Obligation that is a Credit Risk Loan or Defaulted Loan, Defaulted Loan or Excess Concentration Loan and Related Property with one or more other Collateral Obligations, 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 Buyer, the Collateral Agent and the Facility Administrative Agent in writing identifying the Collateral Obligation to be replaced (a “Replaced Loan”) and the Collateral Obligation(s) to be substituted therefore (each, a “Substitute Loan”); (b) 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; (c) the Repurchase and Substitution Limits applicable to any such substitution are satisfied; (d) the Acquisition and Disposition Standards are adhered to; (e) 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 (fe) the Seller shall deliver to the Buyer Buyer, the Collateral Agent and the Facility Administrative Agent on the date of such substitution a certificate of a Responsible 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 Property Underlying Instruments 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 Obligations. So long as the Seller is permitted to do so pursuant to Section 10.01(a)(vi) of the Credit Agreement, the The Seller may, subject to all applicable requirements set forth in the Indenture (including, without limitation, the conditions set forth in said section Article XII of the Indenture) (as such conditions relating to the Buyer are satisfied by the Buyer) and in this Section 6.01, agree with Buyer (in each of their sole discretion) to replace any Credit Risk Loan, Defaulted Loan or Excess Concentration Loan and Related Property Collateral Obligation with one or more other Collateral Obligations, ; provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitutionthereof: (a) the Seller has notified the Buyer and the Facility Liquidation Agent in writing identifying the Collateral Obligation to be replaced (a “Replaced LoanCollateral Obligation”) and the Collateral Obligation(s) to be substituted therefore therefor (each, a “Substitute LoanCollateral Obligation”)) and the Liquidation Agent shall have consented thereto in its sole and absolute discretion; (b) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 that relate to Seller’s title to the applicable Substitute Collateral Obligation(s) or its ability to transfer or assign such Substitute Collateral Obligation(s) hereunder shall be true and correct as of the date of substitution of any such Substitute LoanCollateral Obligation; (c) the Repurchase repurchase and Substitution Limits substitution limits set forth in Section 12.1 of the Indenture applicable to any such substitution are satisfied; (d) the Acquisition and Disposition Standards are adhered to; (e) the Seller shall deliver to the Buyer on the date of such substitution a revised Schedule I that shall include such Substitute Loan(sCollateral Obligation(s) and shall have deleted such Replaced Loan(sCollateral Obligation(s); and (fe) the Seller shall deliver to the Buyer and the Facility Liquidation Agent on the date of such substitution a certificate of a Responsible 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(sCollateral Obligation(s). Contemporaneously with the receipt of the Substitute LoanCollateral Obligation, 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 Property Collateral Obligation pursuant to this Section 6.01, and the Buyer shall cause the Collateral Agent Trustee to release the Lien of the Credit Agreement Indenture thereon.