Common use of Transfer or Substitution of Warranty Loans Clause in Contracts

Transfer or Substitution of Warranty Loans. If on any day a Loan is (or becomes) a Warranty Loan, no later than 30 days following the earlier of knowledge by the Borrower or the Originator of such Loan becoming a Warranty Loan or receipt by the Originator or by the Borrower, as applicable, from the Administrative Agent, the Servicer or the Trustee of written notice thereof, the Originator, pursuant to Section 6.1(b) of the Sale Agreement, or the Borrower shall either: (i) make a deposit to the Collection Account (for allocation pursuant to Section 2.10 or Section 2.11, as applicable) in immediately available funds in an amount equal to the sum of (a) the OLB of such Loan, (b) any accrued and unpaid interest thereon, and (c) any Hedge Breakage Costs arising as a result thereof (collectively, the “Retransfer Price”); or (ii) subject to the satisfaction of the conditions in Section 2.19(a), substitute for such Warranty Loan a Substitute Loan. In either of the foregoing instances, (i) if the Originator made such deposit or substitution pursuant to Section 6.1(b) of the Sale Agreement, the Borrower shall retransfer each such Warranty Loan and any Related Property to the Originator in accordance with the Sale Agreement and (ii) the Borrowing Base shall be reduced by the Adjusted Borrowing Value of such Warranty Loan and, if applicable, increased by the Adjusted Borrowing Value of each Substitute Loan. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Originator or by the Borrower of a Substitute Loan for each Warranty Loan (the “Retransfer Date”), such Warranty Loan shall not be included in the Borrowing Base and, as applicable, the Substitute Loan shall be included in the Collateral.

Transfer or Substitution of Warranty Loans. If on any day a Loan is (or becomes) a Warranty Loan, no later than 30 days ten (10) Business Days following the earlier of knowledge by the Borrower or the Originator of such Loan becoming a Warranty Loan or receipt by the Originator or by the Borrower, as applicable, Borrower from the Administrative Agent, the Servicer Agent or the Trustee Collateral Manager of written notice thereof, the Originator, pursuant to Section 6.1(b) of the Sale Agreement, or the Borrower shall eithershall: (i) make a deposit to the Collection Account (for allocation pursuant to Section 2.10 2.7, Section 2.8 or Section 2.112.9, as applicable) in immediately available funds in an amount equal to the sum of (a) an amount sufficient to reduce the OLB Advances Outstanding such that, after giving effect to the transfer of such LoanWarranty Loan pursuant to this Section 2.16, the Availability will be equal to or greater than $0 plus (b) any accrued expenses or fees with respect to such Loan and unpaid interest thereon, costs and (c) damages incurred by the Administrative Agent or by any Hedge Breakage Costs arising as a result thereof Lender in connection with any violation by such Loan of any predatory or abusive lending law which is an Applicable Law (collectively, the “"Retransfer Price”"); provided that the Administrative Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; provided further that no such repayment shall be required to be made with respect to such Warranty Loan (and such Loan shall cease to be a Warranty Loan) if the Administrative Agent determines in its sole discretion that such Warranty Loan can be (and such Warranty Loan is) cured or brought into compliance, as applicable, on or before the expiration of such ten (10) Business Day period; or (ii) with the prior written consent of the Administrative Agent, subject to the satisfaction of the conditions in Section 2.19(a2.16(a), substitute for such Warranty Loan a Substitute Loan; or (iii) sell such Warranty Loan in accordance with the provisions set forth in Section 2.17. In either For purposes of calculating the foregoing instances, (i) if the Originator made such deposit or substitution pursuant to Section 6.1(b) of the Sale AgreementBorrowing Base, the Borrower shall retransfer Adjusted Borrowing Value of each such Warranty Loan and any Related Property to the Originator in accordance with the Sale Agreement and (ii) shall be zero; provided that, if applicable, the Borrowing Base shall be reduced by the Adjusted Borrowing Value of such Warranty Loan and, if applicable, increased by calculated to reflect the Adjusted Borrowing Value of each Substitute Loan that is replacing a Warranty Loan. Upon confirmation of the deposit of such Retransfer Price or proceeds from such Discretionary Sale into the Collection Account or the delivery by the Originator or by the Borrower of a Substitute Loan for each Warranty Loan (the “date of such confirmation or delivery, the "Retransfer Date”"), such Warranty Loan shall not be included in removed from the Borrowing Base Collateral and, as applicable, the Substitute Loan shall be included in the Collateral. On the Retransfer Date of each Warranty Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower (or the Collateral Manager, as applicable), without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under such Warranty Loan and all future monies due or to become due with respect thereto, the Related Property, all Proceeds of such Warranty Loan, and Recoveries relating thereto, all rights to security for any such Warranty Loan, and all Proceeds and products of the foregoing. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Collateral Manager, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the transfer of such Warranty Loan pursuant to this Section 2.16.

Transfer or Substitution of Warranty Loans. If on any day a Loan is (or becomes) a Warranty Loan, no later than 30 days ten (10) Business Days following the earlier of knowledge by the Borrower or the Originator of such Loan becoming a Warranty Loan or receipt by the Originator or by the Borrower, as applicable, Borrower from the Administrative Agent, Agent or the Servicer or the Trustee of written notice thereof, the Originator, pursuant to Section 6.1(b) of the Sale Agreement, or the Borrower shall eithershall: (i) make a deposit to the Collection Account (for allocation pursuant to Section 2.10 2.7, Section 2.8 or Section 2.112.9, as applicable) in immediately available funds in an amount equal to the sum of (a) an amount sufficient to reduce the OLB Advances Outstanding such that, after giving effect to the transfer of such LoanWarranty Loan pursuant to this Section 2.17, no Borrowing Base Deficiency exists plus (b) any accrued expenses or fees with respect to such Loan and unpaid interest thereon, costs and (c) damages incurred by the Administrative Agent or by any Hedge Breakage Costs arising as a result thereof Lender in connection with any violation by such Loan of any predatory or abusive lending law which is an Applicable Law (collectively, the “Retransfer Price”); provided that, the Administrative Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; provided further that, no such repayment shall be required to be made with respect to such Warranty Loan (and such Loan shall cease to be a Warranty Loan) if the Administrative Agent determines in its sole discretion that such Warranty Loan can be (and such Warranty Loan is) cured or brought into compliance, as applicable, on or before the expiration of such ten (10) Business Day period; or (ii) with the prior written consent of the Administrative Agent, subject to the satisfaction of the conditions in Section 2.19(a2.17(a), substitute for such Warranty Loan a Substitute Loan. In either of the foregoing instances, ; or (iiii) if the Originator made such deposit or substitution pursuant to Section 6.1(b) of the Sale Agreement, the Borrower shall retransfer each sell such Warranty Loan and any Related Property to the Originator in accordance with the Sale Agreement and (ii) the provisions set forth in Section 2.19. The Borrowing Base shall be reduced by the Adjusted Borrowing Value Balance of each such Warranty Loan and, if applicable, increased by the Adjusted Borrowing Value Balance of each Substitute Loan that is replacing a Warranty Loan. Upon confirmation of the deposit of such Retransfer Price or proceeds from such Discretionary Sale into the Collection Account or the delivery by the Originator or by the Borrower of a Substitute Loan for each Warranty Loan (the date of such confirmation or delivery, the “Retransfer Date”), such Warranty Loan shall not be included in removed from the Borrowing Base Collateral and, as applicable, the Substitute Loan shall be included in the Collateral. On the Retransfer Date of each Warranty Loan, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to transfer, assign and set-over to the Borrower (or the Servicer, as applicable), without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under such Warranty Loan and all future monies due or to become due with respect thereto, the Related Property, all Proceeds of such Warranty Loan, and Recoveries relating thereto, all rights to security for any such Warranty Loan, and all Proceeds and products of the foregoing. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Borrower, execute such documents and instruments of transfer as may be prepared by the Servicer, on behalf of the Borrower, and take other such actions as shall reasonably be requested by the Borrower to effect the transfer of such Warranty Loan pursuant to this Section 2.17.

Transfer or Substitution of Warranty Loans. If on any day a Loan is (or becomes) a Warranty Loan, no later than 30 thirty (30) days following the earlier of knowledge by a Responsible Officer of the Borrower or the Originator of such Loan becoming a Warranty Loan or receipt by the Originator or by the Borrower, as applicable, from the Administrative Agent, the Servicer or the Trustee of written notice thereof, the Originator, pursuant to Section 6.1(b) of the Sale Agreement, or the Borrower shall either: (i) make a deposit to the Collection Account (for allocation pursuant to Section 2.10 2.7 or Section 2.112.8, as applicable) in immediately available funds in an amount equal to the sum of (a) the OLB Outstanding Balance of such Loan, Loan and (b) any accrued and unpaid interest thereon, and (c) any Hedge Breakage Costs arising as a result thereof thereon (collectively, the “Retransfer Price”)) and in accordance with Applicable Law; or (ii) subject to the satisfaction of the conditions in Section 2.19(a2.15(a), substitute for such Warranty Loan a Substitute Loan. In either of the foregoing instances, (i) if the Originator made such deposit or substitution pursuant to Section 6.1(b) of the Sale Agreement, the Borrower shall retransfer each such Warranty Loan and any Related Property to the Originator in accordance with the Sale Agreement and (ii) the Borrowing Base shall be reduced by the Adjusted Borrowing Value of such Warranty Loan and, if applicable, increased by the Adjusted Borrowing Value of each Substitute Loan. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Originator or by the Borrower of a Substitute Loan for each Warranty Loan (the “Retransfer Date”), such Warranty Loan shall not be included in the Borrowing Base and shall be released from the security interest granted hereunder in accordance with Section 2.19 and, as applicable, the Substitute Loan shall be included in the Collateral.

Transfer or Substitution of Warranty Loans. If on any day a Loan is (or becomes) a Warranty Loan, no later than 30 days following the earlier of knowledge by the Borrower or the Originator of such Loan becoming a Warranty Loan or receipt by the Originator or by the Borrower, as applicable, from the Administrative Agent, the Servicer Collateral Manager or the Trustee of written notice thereof, the Originator, pursuant to Section 6.1(b) of the Sale Agreement, or the Borrower shall either: (i) make a deposit to the Collection Account (for allocation pursuant to Section 2.10 or Section 2.11, as applicable) in immediately available funds in an amount equal to the sum of (a) the OLB of such Loan, Loan and (b) any accrued and unpaid interest thereon, and (c) any Hedge Breakage Costs arising as a result thereof thereon (collectively, the “Retransfer Price”); or (ii) subject to the satisfaction of the conditions in Section 2.19(a), substitute for such Warranty Loan a Substitute Loan. In either of the foregoing instances, (i) if the Originator made such deposit or substitution pursuant to Section 6.1(b) of the Sale Agreement, the Borrower shall retransfer each such Warranty Loan and any Related Property to the Originator in accordance with the Sale Agreement and (ii) the Borrowing Base shall be reduced by the Adjusted Borrowing Value of such Warranty Loan and, if applicable, increased by the Adjusted Borrowing Value of each Substitute Loan. Upon confirmation of the deposit of such Retransfer Price into the Collection Account or the delivery by the Originator or by the Borrower of a Substitute Loan for each Warranty Loan (the “Retransfer Date”), such Warranty Loan shall not be included in the Borrowing Base and, as applicable, the Substitute Loan shall be included in the Collateral.