Warranty Collateral Assets. (a) Notwithstanding anything in this Agreement to the contrary, in the event of (i) a Repurchase Event with respect to any Transferred Asset or (ii) (A) a breach of Section 5.18, Section 5.25, Section 5.31 or Section 8.04(j) of the Credit Agreement with respect to any Transferred Asset or (B) a material breach of any other representation, warranty, undertaking or covenant set forth in Section 5.21, the second sentence of Section 5.27, or Section 12.05(a) of the Credit Agreement with respect to a Transferred Asset (or the Related Security and other related collateral constituting part of the Collateral related to such Transferred Asset) in each case, as of the Purchase Date of such Transferred Asset (each such Transferred Asset described in clause (i) or (ii), a “Warranty Collateral Asset”), no later than 30 days (or such longer period of time as agreed to by the Administrative Agent in its sole discretion) after the earlier of (x) actual knowledge of such breach on the part of the Seller and (y) receipt by the Seller of written notice thereof given by the Administrative Agent (with a copy to each Lender), the Seller shall repurchase such Warranty Collateral Asset from the Purchaser at a price equal to (x) if no Default or Event of Default has occurred and is continuing, the amount necessary to cause the Total Outstandings as of such day to not exceed the Borrowing Base as of such day (excluding such Warranty Collateral Asset) or (y) otherwise, the Repurchase Amount of such Warranty Collateral Asset to which such breach relates, in each case, together with interest accrued on such Loans; provided, that no such repayment shall be required to be made with respect to any Warranty Collateral Asset (and such Transferred Asset shall cease to be a Warranty Collateral Asset) if, on or before the expiration of such 30 day period, the representations and warranties set forth in clause (a)(ii)(A) above with respect to such Warranty Collateral Asset shall be made true and correct and the representations, warranties, undertakings and covenants set forth in clause (a)(ii)(B) above with respect to such Warranty Collateral Asset 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 Asset as if such Warranty Collateral Asset ...
