Common use of Warranty Collateral Loans Clause in Contracts

Warranty Collateral Loans. The Seller agrees that, with respect to any Transferred Collateral Loan that is an Eligible Collateral Loan, in the event of a material breach of any representation or warranty or covenant applicable to such Transferred Asset set forth in Article IV or Article V, in each case as of the trade date with respect thereto (each such Transferred Collateral Loan, a “Warranty Collateral Loan”), no later than 10 Business Days after the earlier of (x) 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 or any other Secured Party, the Seller shall either (a) pay to the Collection Account in immediately available funds the Repurchase Amount with respect to the Warranty Collateral Loan(s) to which such breach relates or (b) substitute for such Warranty Collateral Loan(s) one or more Eligible Collateral Loan with an Assigned Value at least equal to the Repurchase Amount of the Warranty Collateral Loan(s) being replaced; provided that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 10 Business Day period, the representations and warranties in Article IV and the covenants in Article V with respect to such Warranty Collateral Loan shall be made true and correct in all respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had been Conveyed to the Purchaser on such day. It is understood and agreed that the obligation of the Seller to purchase such Warranty Collateral Loan or substitute such Warranty Collateral Loan is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Transferred Asset which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Warranty Collateral Loans. The Seller agrees that, with respect to any Transferred Collateral Loan that is an Eligible Collateral LoanAsset, in the event of a material breach of any representation or warranty or covenant applicable to such Transferred Asset set forth in Article IV or Article V, in each case as of the trade date with respect thereto V (each such Transferred Collateral Loan, a “Warranty Collateral Loan”), no later than 10 Business Days 30 days after the earlier of (x) 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 or any other Secured PartyAgent, the Seller shall either (a) pay to the Collection Account in immediately available funds the Repurchase Amount with respect to the repurchase such Warranty Collateral Loan(s) to which such breach relates at the applicable Seller Repurchase Price or (b) substitute for such Warranty Collateral Loan(s) Loan one or more Eligible Collateral Loan Loans with an Assigned Value aggregate Principal Balance at least equal to the Seller Repurchase Amount Price of the Warranty Collateral Loan(s) being replaced; provided provided, that no such repayment repurchase or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 10 Business Day 30-day period, either (i) the representations representations, warranties undertakings and warranties covenants set forth in Article IV and the covenants in Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had been Conveyed to the Purchaser on such day. It is understood and agreed that the obligation of the Seller to purchase such Warranty Collateral Loan or substitute such Warranty Collateral Loan is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Transferred Asset which is not collected, not paidas applicable, or uncollectible on account of (ii) the insolvency, bankruptcy or financial inability to pay of the related ObligorOvercollateralization Ratio Test is satisfied.

Warranty Collateral Loans. The Seller agrees that, with respect to any Transferred Collateral Loan that is an Eligible Collateral Loan, in the event of a material breach of any representation or warranty or covenant applicable to such a Transferred Asset set forth in Article IV or Article V, in each case as of the trade date with respect thereto Section 4.1(i) (each such Transferred Collateral Loan, a “Warranty Collateral Loan”), no later than 10 five (5) Business Days after the earlier of (x) 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 or any other Secured Party, the Seller shall either (a) pay to the Collection Dominion Account in immediately available funds the Repurchase Amount with respect to the Warranty Collateral Loan(s) to which such breach relates or (b) substitute for such Warranty Collateral Loan(s) one or more Eligible Collateral Loan that is an Eligible Portfolio Investment with an Assigned aggregate Value at least equal to the Repurchase Amount of the Warranty Collateral Loan(s) being replaced; provided provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 10 five (5) Business Day period, the representations and warranties in Article IV and the covenants in Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had been Conveyed to the Purchaser on such day. It is understood and agreed ; provided further, that the obligation Seller’s obligations under this Section 6.1 shall arise only upon satisfaction of the Seller to purchase such Warranty Collateral Loan or substitute such Warranty Collateral Loan is not intended to, applicable requirement(s) previously stated in this Section 6.1 and shall notnot occur merely in response to or as a result of any financial distress, constitute a guaranty subsequent bankruptcy, insolvency, non-payment or other breach of or by the collectability or payment of underlying Portfolio Company under any Transferred Asset that occurs after the Purchase Date for such Transferred Portfolio Loan (which is not collected, not paid, or uncollectible on account economic risk of the insolvencyownership of each Transferred Portfolio Loan is to be borne by the Purchaser, bankruptcy or financial inability to pay of the related Obligorabsent a breach by Seller as specified above in this Section 6.1).

Warranty Collateral Loans. The Notwithstanding any provision of this Agreement or the Credit Agreement to the contrary, the Seller agrees that, with respect to any Transferred Collateral Loan that is an Eligible Collateral Loan, in the event of a material breach of any representation or warranty or covenant applicable to such Transferred Asset any Collateral Loan set forth in Article IV Sections 4.01 or Article V4.02 of this Agreement, in each case as of the trade date Purchase Date with respect thereto thereto, and solely to the extent such representation or warranty relates to the Seller’s title to the applicable Collateral Loan or its ability to transfer or assign such Collateral Loan hereunder (each such Transferred Collateral Loan, a “Warranty Collateral Loan”), no later than 10 Business Days 30 days after the earlier of (x) knowledge of such breach on the part of a Responsible Officer responsible officer of the Seller and (y) receipt by a Responsible Officer responsible officer of the Seller of written notice thereof given by the PurchaserBuyer, the Administrative Collateral Agent or any other Secured Party, the Seller shall either (a) pay to deposit in the Collection Account in immediately available funds the Repurchase Amount Price with respect to the Warranty such Collateral Loan(s) Loan to which such breach relates 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 and to such Warranty Collateral Loan, and the Buyer shall cause the Collateral Agent to release the Lien of the Credit Agreement thereon or (b) substitute for such Warranty subject to the conditions set forth in Section 10.03 of the Credit Agreement, replace any Collateral Loan(s) Loan with one or more Eligible other Collateral Loan with an Assigned Value at least equal to the Repurchase Amount of the Warranty Collateral Loan(s) being replacedLoans; provided provided, further, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 10 Business Day 30 day period, the such applicable representations and warranties in Article IV and the covenants in Article V Sections 4.01 or 4.02 of this Agreement with respect to such Warranty Collateral Loan 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 Loan as if such Warranty Collateral Loan had been Conveyed conveyed to the Purchaser Buyer on such day. It is understood and agreed that the obligation of the Seller to purchase such Warranty Collateral Loan or substitute such Warranty Collateral Loan is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Transferred Asset which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Warranty Collateral Loans. The Seller agrees that, with respect to any Transferred Collateral Loan that is an Eligible Collateral Loan, in the event of a material breach of any representation or warranty or covenant applicable to such Transferred Asset set forth in Article IV Section 4.1(i), (j) or Article V(k), in each case as of the trade date Acquisition Date with respect thereto (each such Transferred Collateral Loan, a “Warranty Collateral Loan”), no later than 10 Business Days 30 days after the earlier of (x) 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 or any other Secured Party, the Seller shall either (a) pay to the Collection Account in immediately available funds the Repurchase Amount with respect to the Warranty Collateral Loan(s) to which such breach relates or (b) substitute for such Warranty Collateral Loan(s) one or more Eligible Collateral Loan with an Assigned Asset Value at least equal to the Repurchase Amount of the Warranty Collateral Loan(s) being replaced; provided that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 10 Business Day 30 day period, the representations and warranties in Article IV and the covenants in Article V Section 4.1(i), (j) or (k), as applicable, with respect to such Warranty Collateral Loan shall be made true and correct in all respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had been Conveyed to the Purchaser on such day. It is understood and agreed that the obligation of the Seller to purchase such Warranty Collateral Loan or substitute such Warranty Collateral Loan is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Transferred Asset which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.

Warranty Collateral Loans. The Seller agrees that, with respect to any Transferred Collateral Loan that is an Eligible Collateral Loan, in the event of a material breach of any representation or warranty or covenant applicable to such a Transferred Asset set forth in Article IV or Article V, in each case as of the trade date with respect thereto (each such Transferred Collateral Loan, a “Warranty Collateral Loan”), no later than 10 Business Days 30 days after the earlier of (x) 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 or any other Secured Party, the Seller shall either (a) pay to the Collection Account in immediately available funds the Repurchase Amount with respect to the Warranty Collateral Loan(s) to which such breach relates or (b) substitute for such Warranty Collateral Loan(s) one or more Eligible Collateral Loan that is not an Ineligible Collateral Loan with an Assigned Value aggregate Asset Cost at least equal to the Repurchase Amount of the Warranty Collateral Loan(s) being replaced; provided provided, that no such repayment or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 10 Business Day 30 day period, the representations and warranties in Article IV and the covenants in Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had been Conveyed to the Purchaser on such day. It is understood and agreed that the obligation of the Seller to purchase such Warranty Collateral Loan or substitute such Warranty Collateral Loan is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Transferred Asset which is not collected, not paid, or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor.