Common use of Warranty Collateral Assets Clause in Contracts

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 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 had been Conveyed to the Purchaser on such day or if the Total Outstandings do not exceed the Borrowing Base; provided further that, with respect to any breach of Section 12.05(a) of the Credit Agreement, so long as the Borrower has provided the Administrative Agent with prompt notice of its intent to cure such breach, such breach shall have occurred for 10 Business Days since the date such breach was first known by the Borrower without giving effect to any other cure period provided in the Credit Agreement.

Warranty Collateral Assets. (a) Notwithstanding anything in any provision of this Agreement or the Credit Agreement to the contrary, the Seller agrees that, 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 representation or covenant warranty applicable to any Collateral Asset set forth in Section 5.21Sections 4.01 or 4.02 of this Agreement, 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, case as of the Purchase Date of with respect thereto, and solely to the extent such representation or warranty relates to the Seller’s title to the applicable Collateral Asset or its ability to transfer or assign such Collateral Asset hereunder (each such Transferred Asset described in clause (i) or (ii)Collateral Asset, a “Warranty Collateral Asset”), no later than 30 thirty (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 an Authorized Officer of the Seller and (y) receipt by an Authorized Officer of the Seller of written notice thereof given by the Administrative Buyer, the Collateral Agent (with a copy to each Lender)or any other Secured Party, the Seller shall repurchase such Warranty Collateral Asset from deposit in 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, applicable Collection Account the Repurchase Amount of Price with respect to such Warranty Collateral Asset to which such breach relatesrelates and, 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 each caseand to such Warranty Collateral Asset, together with interest accrued on such Loansand the Buyer shall cause the Collateral Agent to release the Lien thereon; provided, further, that no such repayment shall be required to be made with respect to any Warranty Collateral Asset (and such Transferred Collateral Asset shall cease to be a Warranty Collateral Asset) if, on or before the expiration of such 30 thirty (30) day period, the such applicable 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 Section 4.01 or 4.02 of this Agreement 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 had been Conveyed conveyed to the Purchaser Buyer on such day or if day. Nothing in this Article VI shall be deemed to permit the Total Outstandings do not exceed Seller to repurchase any Collateral Asset following the Borrowing Base; provided further thatoccurrence and during the continuance of an Event of Default, with respect to any breach in each case, without the prior written consent of Section 12.05(a) of the Credit Agreement, so long as the Borrower has provided the Administrative Agent with prompt notice of its intent to cure such breach, such breach shall have occurred for 10 Business Days since the date such breach was first known by the Borrower without giving effect to any other cure period provided (which consent may be granted or denied in the Credit AgreementAdministrative Agent’s sole discretion).

Warranty Collateral Assets. (a) Notwithstanding anything in this Agreement The Seller agrees that, with respect to the contraryany Transferred Collateral Asset, 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 any representation or Section 8.04(j) of the Credit Agreement with respect warranty applicable to any such Transferred Asset or (B) a material breach of any other representation, warranty, undertaking or covenant set forth in Section 5.214.1(j), the second sentence of Section 5.27(k) or (l), 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, case as of the Purchase Acquisition Date of such Asset with respect thereto (each such Transferred Asset described in clause (i) or (ii)Collateral Asset, 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 a Responsible Officer of the Seller and (y) receipt by a Responsible Officer of the Seller of written notice thereof given by the Purchaser, the Administrative Agent (with a copy to each Lender)or any other Secured Party, the Seller shall repurchase either (a) pay to the Collection Account in immediately available funds the Repurchase Amount with respect to the Warranty Collateral Asset(s) to which such breach relates or (b) substitute for such Warranty Collateral Asset(s) one or more Eligible Collateral Asset from the Purchaser with an Asset Value at a price least 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 the Warranty Collateral Asset to which such breach relates, in each case, together with interest accrued on such LoansAsset(s) being replaced; provided, provided that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Asset (and such Transferred Collateral 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 Section 4.1(j), (a)(ii)(Ak) above with respect to such Warranty Collateral Asset shall be made true and correct and the representationsor (l), warrantiesas applicable, 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 had been Conveyed to the Purchaser on such day or if day. It is understood and agreed that the Total Outstandings do not exceed the Borrowing Base; provided further that, with respect to any breach of Section 12.05(a) obligation of the Credit AgreementSeller to purchase such Warranty Collateral Asset or substitute such Warranty Collateral Asset is not intended to, so long as and shall not, constitute a guaranty of the Borrower has provided collectability or payment of any Transferred Asset which is not collected, not paid, or uncollectible on account of the Administrative Agent with prompt notice insolvency, bankruptcy or financial inability to pay of its intent to cure such breach, such breach shall have occurred for 10 Business Days since the date such breach was first known by the Borrower without giving effect to any other cure period provided in the Credit Agreementrelated Obligor.

Warranty Collateral Assets. (a) Notwithstanding anything in this Agreement The Seller agrees that, with respect to the contraryany Transferred Collateral Asset, 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 any representation or Section 8.04(j) of the Credit Agreement with respect warranty applicable to any such Transferred Asset or (B) a material breach of any other representation, warranty, undertaking or covenant set forth in Section 5.214.1(j), the second sentence of Section 5.27(k) or (l), 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, case as of the Purchase Acquisition Date of such Asset with respect thereto (each such Transferred Asset described in clause (i) or (ii)Collateral Asset, 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 a Responsible Officer of the Seller and (y) receipt by a Responsible Officer of the Seller of written notice thereof given by the Purchaser, the Administrative Agent (with a copy to each Lender)or any other Secured Party, the Seller shall repurchase either (a) pay to the Collection Account in immediately available funds the Repurchase Amount with respect to the Warranty Collateral Asset(s) to which such breach relates or (b) substitute for such Warranty Collateral Asset(s) one or more Eligible Collateral Asset from the Purchaser with an Asset Value at a price least 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 the Warranty Collateral Asset to which such breach relatesAsset(s) being replaced; provided that, in each case, together with interest accrued on such Loans; provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Asset (and such Transferred Collateral 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 Section 4.1(j), (a)(ii)(Ak) above with respect to such Warranty Collateral Asset shall be made true and correct and the representationsor (l), warrantiesas applicable, 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 had been Conveyed to the Purchaser on such day or if day. It is understood and agreed that the Total Outstandings do not exceed the Borrowing Base; provided further that, with respect to any breach of Section 12.05(a) obligation of the Credit AgreementSeller to purchase such Warranty Collateral Asset or substitute such Warranty Collateral Asset is not intended to, so long as and shall not, constitute a guaranty of the Borrower has provided collectability or payment of any Transferred Asset which is not collected, not paid, or uncollectible on account of the Administrative Agent with prompt notice insolvency, bankruptcy or financial inability to pay of its intent to cure such breach, such breach shall have occurred for 10 Business Days since the date such breach was first known by the Borrower without giving effect to any other cure period provided in the Credit Agreementrelated Obligor.

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 case which breach occurs or was continuing on the Purchase Cut-Off Date of such 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 had been Conveyed to the Purchaser on such day or if the Total Outstandings do not exceed the Borrowing Base; provided further that, with respect to any breach of Section 12.05(a) of the Credit Agreement, so long as the Borrower has provided the Administrative Agent with prompt notice of its intent to cure such breach, such breach shall have occurred for 10 Business Days since the date such breach was first known by the Borrower without giving effect to any other cure period provided in the Credit Agreement.

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 had been Conveyed to the Purchaser on such day or if the Total Outstandings do not exceed the Borrowing Base; provided further that, with respect to any breach of Section 12.05(a) of the Credit Agreement, so long as the Borrower has provided the Administrative Agent with prompt notice of its intent to cure such breach, such breach shall have occurred for 10 Business Days since the date such breach was first known by the Borrower without giving effect to any other cure period provided in the Credit Agreement.