Common use of Repurchase Obligation Clause in Contracts

Repurchase Obligation. The Loan and Note Servicer acknowledges that pursuant to Sections 8 and 9 of the Lender Registration Agreements the Company is required under certain circumstances to repurchase Securities from Lenders, to indemnify the Lenders against losses resulting from the breach by the Company of certain of its representations in the Lender Registration Agreements, or to cure such breaches of representations (any such circumstance, a “Repurchase Event”). The Loan and Note Servicer further acknowledges the Company is relying upon the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure such Repurchase Event, or (ii) if (A) the Company cannot satisfy its obligations to the applicable Lenders by curing such Repurchase Event, (B) such Repurchase Event is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable). The Company will promptly transfer to the Loan and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company shall not be required to provide notice to the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that (ii) the Loan and Note Servicer does not guarantee the payment of any Security in whole or in part.

Repurchase Obligation. The Loan and Note Servicer acknowledges that pursuant to Sections 8 and 9 of the Lender Registration Agreements the Company is required under certain circumstances to repurchase Securities from Lenders, to indemnify the Lenders against losses resulting from the breach by the Company of certain of its representations in the Lender Registration Agreements, or to cure such breaches of representations (any such circumstance, a “Repurchase Event”). The Loan and Note Servicer further acknowledges the Company is relying upon the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure such Repurchase Event, or (ii) if (A) the Company cannot satisfy its obligations to the applicable Lenders by curing such Repurchase Event, (B) such Repurchase Event is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable). The Company will promptly transfer to the Loan and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company shall not be required to provide notice to the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.93.12. The Company acknowledges that (i) the Loan and Note Servicer has no obligation to purchase SecuritiesSecurities or Loan Notes, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.93.12, and that (ii) the Loan and Note Servicer does not guarantee the payment of any Security or Loan Note in whole or in part.

Repurchase Obligation. The Loan and Note Servicer acknowledges that pursuant to Sections 8 and 9 (a) In the event of the Lender Registration Agreements the Company is required under certain circumstances to repurchase Securities from Lenders, to indemnify the Lenders against losses resulting from the a breach by the Company Seller that constitutes a Material Breach, either (1) the Seller shall pay or, if the Seller fails to pay, HASI shall pay (pursuant to the HASI Indemnity Agreement) to the Issuer a stipulated damages amount equal to the aggregate Asset Value for the Land Lease Asset affected by the Material Breach as of certain the Repurchase Date, plus the Make Whole Amount payable to the Bondholders in connection with the payment of its representations in such aggregate Asset Value (the Lender Registration Agreements“Repurchase Price”) or (2) the Seller shall deliver to the Indenture Trustee, or if the Seller fails to cure such breaches do so, HASI (pursuant to the HASI Indemnity Agreement) shall deliver to the Indenture Trustee, Substitute Collateral to defease the Membership Interest relating to the affected Land Lease Asset as provided in Article VIII of representations the Indenture (any such circumstancethe foregoing in clause (1) or clause (2), a the “Repurchase EventObligation”); provided, however, that neither the Seller nor HASI shall be obligated to pay the Repurchase Price or to complete such defeasance if, prior to the Repurchase Date, such Material Breach is cured to the reasonable satisfaction of the Required Bondholders or the Seller takes remedial action such that there is not and will not be a Material Breach; provided, further, for the avoidance of doubt, that no Material Breach that has been so cured shall be taken into account in determining whether a subsequent Material Breach has occurred. The Loan and Note Servicer further acknowledges the Company is relying upon the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either Upon (i) promptly cure such payment of the Repurchase Event, Price or (ii) if (A) receipt by the Company cannot satisfy its obligations to Indenture Trustee of the applicable Lenders by curing such Repurchase Event, Substitute Collateral and (B) compliance with the other defeasance conditions set forth in Article VIII of the Indenture, as applicable, the Membership Interest relating to the affected Land Lease Asset and the interest, if any of the Indenture Trustee or the Issuer in such Repurchase Event is not susceptible Land Lease Asset shall cease to be part of cure (as determined the Trust Estate, and the Purchaser shall convey and transfer such Membership Interest to the Seller or any Person designated by the Loan and Note Servicer Seller, in its sole discretion), or (C) each case in accordance with the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable). The Company will promptly transfer to the Loan and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each terms of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company shall not be required to provide notice to the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that (ii) the Loan and Note Servicer does not guarantee the payment of any Security in whole or in partIndenture.

Repurchase Obligation. The Loan and Note Servicer acknowledges Subject to Section 8(b) hereof, Seller shall ---------------------- ------------ repurchase from the Company, at the Repurchase Price defined immediately below, any Contract sold by Seller to the Company on the first Settlement Date occurring following the last day of the immediately preceding Calculation Period in which Seller becomes aware or receives written notice from the Company or the Collateral Agent that such Contract is a "Defective Contract"; provided, -------- however, that with respect to any Contract incorrectly described on the Contract ------- Schedule only with respect to its Principal Balance on the relevant Cut-Off Date, which Seller would otherwise be required to repurchase pursuant to Sections 8 and 9 this Section 8(a), Seller may, in lieu of repurchasing such Contract, pay to the Lender Registration Agreements ------------ Company on the Company is required under certain circumstances to repurchase Securities from LendersBusiness Day next preceding the relevant Notice Settlement Date, to indemnify the Lenders against losses resulting from the breach by the Company of certain of its representations cash in the Lender Registration Agreements, or an amount sufficient to cure such breaches deficiency or discrepancy. For purposes of representations this Section 8(a) the term "Repurchase Price" shall mean an amount equal to the product of (any x) a factor of .97 multiplied by (y) the remaining -------------- Principal Balance outstanding on such circumstanceContract as of the opening of business on the latest Determination Date to occur prior to the Settlement Date on which the repurchase is to be effected hereunder, a “Repurchase Event”). The Loan together with accrued and Note Servicer further acknowledges unpaid interest thereon at the Company is relying upon Contract Rate from the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence earlier of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure the last due date as to which the Obligor paid interest under such Repurchase Event, Contract or (ii) if (A) the Company cannot satisfy its obligations such Determination Date, to the applicable Lenders by curing Settlement Date on which such Repurchase Event, (B) such Repurchase Event repurchase is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable)made. The Company will promptly transfer hereby directs the Seller, for so long as the Credit Agreement is in effect, to make such payment on its behalf to the Loan and Note Servicer Collection Account pursuant to Section 7(b) hereof. The following defects with respect to documents in any Security repurchased by ------------- Contract File, to the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that extent they do not impair the Loan and Note Servicer may provide. Each validity or enforceability of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company subject document under applicable law, shall not be required deemed to provide notice constitute a breach of the representations and warranties contained in Section 7(b): ------------- misspellings of or omissions of initials in names; name changes from divorce or marriage; discrepancies as to payment dates in a Contract of no more than 30 days; discrepancies as to Payments of no more than $5.00; discrepancies as to origination dates of not more than 30 days; inclusion of additional parties other than the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to primary Obligor not listed in the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that (ii) the Loan and Note Servicer does not guarantee the payment of any Security in whole 's records or in partthe Contract Schedule and non-substantive typographical errors and other non-substantive minor errors of a clerical or administrative nature.

Repurchase Obligation. The Loan and Note Servicer acknowledges Subject to Section 8(b) hereof, Seller shall --------------------- ----------- repurchase from the Company, at the Repurchase Price defined immediately below, any Contract sold by Seller to the Company on the first Settlement Date occurring following the last day of the immediately preceding Calculation Period in which Seller becomes aware or receives written notice from the Company or the Collateral Agent that such Contract is a "Defective Contract"; provided, -------- however, that with respect to any Contract incorrectly described on the Contract ------- Schedule only with respect to its Principal Balance on the relevant Cut-Off Date, which Seller would otherwise be required to repurchase pursuant to Sections 8 and 9 this Section 8(a), Seller may, in lieu of repurchasing such Contract, pay to the Lender Registration Agreements ----------- Company on the Company is required under certain circumstances to repurchase Securities from LendersBusiness Day next preceding the relevant Notice Settlement Date, to indemnify the Lenders against losses resulting from the breach by the Company of certain of its representations cash in the Lender Registration Agreements, or an amount sufficient to cure such breaches deficiency or discrepancy. For purposes of representations this Section 8(a) the term "Repurchase Price" shall mean an amount equal to the product of (any x) a factor of .97 multiplied by (y) the remaining -------------- Principal Balance outstanding on such circumstanceContract as of the opening of business on the latest Determination Date to occur prior to the Settlement Date on which the repurchase is to be effected hereunder, a “Repurchase Event”). The Loan together with accrued and Note Servicer further acknowledges unpaid interest thereon at the Company is relying upon Contract Rate from the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence earlier of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure the last due date as to which the Obligor paid interest under such Repurchase Event, Contract or (ii) if (A) the Company cannot satisfy its obligations such Determination Date, to the applicable Lenders by curing Settlement Date on which such Repurchase Event, (B) such Repurchase Event repurchase is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable)made. The Company will promptly transfer hereby directs the Seller, for so long as the Credit Agreement is in effect, to make such payment on its behalf to the Loan and Note Servicer Collection Account pursuant to Section 7(b) hereof. The following defects with ----------- respect to documents in any Security repurchased by Contract File, to the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that extent they do not impair the Loan and Note Servicer may provide. Each validity or enforceability of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company subject document under applicable law, shall not be required deemed to provide notice constitute a breach of the representations and warranties contained in Section 7(b): misspellings of or omissions of initials in names; ------------ name changes from divorce or marriage; discrepancies as to payment dates in a Contract of no more than 30 days; discrepancies as to Payments of no more than $5.00; discrepancies as to origination dates of not more than 30 days; inclusion of additional parties other than the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to primary Obligor not listed in the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that (ii) the Loan and Note Servicer does not guarantee the payment of any Security in whole 's records or in partthe Contract Schedule and non-substantive typographical errors and other non-substantive minor errors of a clerical or administrative nature.

Repurchase Obligation. The Loan and Note Servicer acknowledges (a) Upon discovery by Seller or Purchaser of (I) a breach of any representation or warranty of Seller or Guarantor set forth in Section 3.1 or 3.2 hereof that materially adversely affects the value of any Contract, the collectibility of payments or proceeds under or with respect to any Contract, the interest of Purchaser in any Contract or the properties or rights with respect to any Contract conveyed by the Seller to the Purchaser pursuant to Sections 8 and 9 this Agreement, (ii) a material breach of the Lender Registration Agreements the Company is required under certain circumstances any covenant or obligation of Seller with respect to repurchase Securities from Lendersany Contract set forth in Article 2, or (iii) a material data error with respect to indemnify the Lenders against losses a Contract caused by or resulting from the boarding or servicing of the Contract prior to the applicable Closing Date, the party discovering such breach by shall give prompt written notice to the Company other (the Purchaser agrees to use reasonable efforts to provide the Seller any such written notice within forty-five (45) days after the Purchaser shall have learned of certain of its representations in the Lender Registration Agreementsany such breach or circumstance), or and Seller shall be obligated to cure such breaches breach in all material respects within thirty (30) days after its receipt of representations such notice. If such breach is not cured by Seller within such period, then, in such event, within five (any such circumstance5) days after Purchaser's delivery to Seller of written demand, a “Repurchase Event”). The Loan and Note Servicer further acknowledges Seller and/or Guarantor shall repurchase the Company is relying related Contract by delivering to or upon the Loan and Note Servicerorder of Purchaser an amount equal to the Repurchase Price. In addition, through the services it provides under this Agreement, within five (5) days after Purchaser's delivery to prevent the occurrence Seller of Repurchase Events. Accordinglywritten demand, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure such Repurchase EventSeller and/or the Guarantor shall repurchase, by delivering to or (ii) if (A) upon the Company cannot satisfy its obligations order of Purchaser an amount equal to the Repurchase Price for the applicable Lenders by curing Contract, any Contract involving an Obligor who has failed to pay since the Contract's Origination Date at least three (3) scheduled monthly payments prior to the time such Repurchase Event, Contract becomes forty-five (B45) such Repurchase Event is not susceptible of cure (as determined or more days delinquent. Seller and Purchaser will use their best efforts to identify and note on the applicable Closing Date Contract Schedule each Contract that may become subject to repurchase by the Loan and Note Servicer in its sole discretion), or (C) Seller and/or the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities Guarantor pursuant to the applicable Holders (as applicable). The Company will promptly transfer to the Loan and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company shall not be required to provide notice to the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that (ii) the Loan and Note Servicer does not guarantee the payment of any Security in whole or in partpreceding sentence.

Repurchase Obligation. The Loan At any time on and Note Servicer acknowledges that pursuant after June 30, 1999 until 5:00 P.M., New York City time, on the Warrant Expiration Date (subject to Sections 8 and 9 of the Lender Registration Agreements extension as herein provided), the Company is required under certain circumstances shall be obligated, upon 60 days prior written notice to the Company by the holder of this Warrant, to repurchase Securities from Lenders, to indemnify the Lenders against losses resulting this Warrant from the breach by the Company of certain of its representations in the Lender Registration Agreements, or to cure such breaches of representations (any such circumstance, a “Repurchase Event”). The Loan and Note Servicer further acknowledges the Company is relying upon the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure such Repurchase Event, or (ii) if (A) the Company cannot satisfy its obligations to the applicable Lenders by curing such Repurchase Event, (B) such Repurchase Event is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and holder hereof for the purchase priceWarrant Repurchase Price (determined as below provided) per Stock Unit, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable). The Company will promptly transfer to the Loan terms and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attentionconditions set forth below; provided that (i) the Company shall not be required to provide notice to have no repurchase obligation under this Section if on or before the Loan and Note Servicer date of any Repurchase Event that it reasonably believes is already known to such proposed repurchase the Loan and Note Servicer, Company has completed an Initial Public Offering and (ii) such repurchase obligation shall be suspended if an event of default under either the Senior Credit Agreement or the Subordinated Loan Agreement shall have occurred and be continuing or would result therefrom or at any failure time when, in the opinion of counsel for the Company (whose conclusions are not objected to by Milbank, Tweed, Hadley & McCloy or other reputable outside counsel for the holder of xxxx Warxxxx), the Board of Directors of the Company would be liable under Section 500 of the General Corporation Law of California in respect of such repurchase; PROVIDED that if such repurchase obligation shall be suspended pursuant to the foregoing clause (ii), (a) the Company shall give notice of such suspension to the holder of this Warrant and (b) the holder of this Warrant may, by written notice to the Company, elect to rescind its prior notice requesting that the Company purchase this Warrant. On the Warrant Expiration Date (unless an Initial Public Offering shall have theretofore been completed by the Company), the Company shall (without any further action on the part of the Company or the holder of this Warrant) be obligated to repurchase this Warrant from the holder thereof for the Warrant Repurchase Price (determined as below provided) per Stock Unit, on the terms and conditions set forth below; PROVIDED that, if the obligation of the Company to provide repurchase this Warrant shall then be suspended by reason of a condition referred to in clause (ii) of the preceding sentence, (x) the unpaid portion of the amount that the Company would, but for such notice suspension, be obligated to pay to the holder of this Warrant (determined without regard to such suspension) shall not limit or otherwise affect bear interest, for each day during the Loan period from and Note Servicer’s repurchase obligations under including the Warrant Expiration Date to but excluding the date on which such obligation is paid in full, at a rate per annum equal to the sum of the Base Rate as in effect on such day PLUS 6% and (y) the Company shall give notice, in accordance with SECTION 13 hereof, to the holder of this Section 5.9Warrant when any such condition no longer exists. The Company acknowledges that "WARRANT REPURCHASE PRICE" for each Stock Unit shall be an amount equal to the PRODUCT OF the number of shares of Class A Stock then constituting a Stock Unit TIMES the higher of (i) the Loan Current Market Price per share of Common Stock and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that (ii) the Loan quotient of (A) the sum of (x) 5.6 times the amount of EBIDAT for the most recent period of 12 consecutive calendar months ending at least 31 days prior to the date upon which written notice is given to the Company by the holder of this Warrant in respect of the exercise of such holder's rights under this Section, MINUS (y) the aggregate outstanding principal amount of indebtedness for money borrowed of the Company and Note Servicer does not guarantee its consolidated subsidiaries (including without limitation indebtedness to Three Sisters Ranch Enterprises outstanding on the payment date of this Warrant and evidenced by promissory notes), determined in accordance with generally accepted accounting principles, as of the last day of such 12-month period (the "PUT CALCULATION DATE"), PLUS (z) the amount, if any, by which the aggregate amount of cash and cash equivalents of the Company and its consolidated subsidiaries (determined in accordance with generally accepted accounting principles, as of the Put Calculation Date) exceeds $500,000, DIVIDED BY (B) the aggregate number of shares of Common Stock outstanding on the Put Calculation Date, on a fully diluted basis (determined in accordance with generally accepted accounting principles). Payment to the holder of this Warrant under this Section shall be made on the day 60 days after the date upon which notice of exercise is given to the Company as above provided, in immediately available funds by wire transfer to such account as such holder shall specify in such notice, against surrender of this Warrant. For the purposes of this SECTION 5, (i) an amount equal to the exercise price of all options and warrants deemed exercised for purposes of determining the number of shares issued and outstanding on a fully diluted basis under subsection (B) of the preceding paragraph shall be deemed received and held, on the Put Calculation Date, by the Company in cash and (ii) proceeds to be received by the holder of this Warrant in connection with any Security repurchase thereof shall be net of the then effective purchase price per Stock Unit (as adjusted as provided in whole or in partSECTION 4).

Repurchase Obligation. The Loan It is understood and Note Servicer acknowledges agreed that pursuant to Sections 8 the representations and 9 warranties set forth herein shall survive delivery of the Lender Registration Agreements Daiwa FLOWS Certificates and the Other Assets to QRS, the subsequent transfer to the Owner Trustee, on behalf of the Issuer, and the further assignment to the Indenture Trustee, for the benefit of the Holders, of the Daiwa FLOWS Certificates and the Other Assets and the issuance and sale of Notes by the Issuer to the Initial Purchaser and shall inure to the benefit of the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, for the benefit of the Holders, notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by a party hereto, the Owner Trustee, or the Indenture Trustee of a breach of any of such representations and warranties that materially and adversely affects the interests of any such person or the Holders, the party discovering such breach shall give prompt written notice to the other party hereto, the Owner Trustee, and the Indenture Trustee, whereupon the breaching party shall promptly take such action as is necessary to cure such breach. Within 60 days of its discovery of or its receipt of notice of any breach of the representations and warranties contained herein, the breaching party shall cause such breach to be cured in all material respects or, in the event the Company is required under certain circumstances to repurchase Securities from Lenders, to indemnify the Lenders against losses resulting from the breach by the Company of certain of its representations in the Lender Registration Agreements, or unable to cure such breaches of representations breach, the breaching party shall purchase the Daiwa Flows Certificates at a purchase price (any such circumstance, a “Repurchase Event”). The Loan the "Purchase Price") calculated as follows: if the Purchase Price is paid prior to the date on which the Notes are retranched and Note Servicer further acknowledges resold as contemplated by the Company is relying upon the Loan and Note Servicer, through the services it provides under this Cooperation Agreement, to prevent the occurrence of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure such Repurchase Event, or (ii) if (A) the Company cannot satisfy its obligations Purchase Price shall equal to the applicable Lenders by curing such Repurchase Event, sum of (Bx) such Repurchase Event is not susceptible of cure $39,951,986.00 plus (as determined by the Loan y) all costs and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable). The Company will promptly transfer to the Loan and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each expenses of the Company Initial Purchaser incidental to or consequent upon such breach, including without limitation all third party costs and the Loan expenses, hedging costs and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company shall not be required to provide notice to the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to the Loan and Note Servicerlost interest income, and (iiz) any failure the accrued interest on the Notes as of such date, in each case payable in immediately available funds. If such Purchase Price is paid following the date on which the Notes are retranched and resold as contemplated by the Company Cooperation Agreement, the Purchase Price shall equal to provide the sum of (x) the par value of the Notes plus (y) the accrued interest on the Notes as of such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9date, in each case payable in immediately available funds. The Company acknowledges that (i) obligations of the Loan and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated breaching party set forth in this Section 5.911 with respect to a breach of a representation contained herein shall constitute the sole remedy respecting such breach available to QRS, and that (ii) the Loan and Note Servicer does not guarantee Company, the payment Owner Trustee, on behalf of the Issuer, the Issuer, the Indenture Trustee, on behalf of any Security Holder or the Holders, or any Holder, provided, however, that this Section 11 shall in whole no way weaken, reduce, or pre-empt the indemnification provisions set forth in partSection 10, which shall continue in full force and effect.

Repurchase Obligation. The Loan and Note Servicer acknowledges Subject to Section 8(b) hereof, Seller shall repurchase from the Company, at the Repurchase Price defined immediately below, any Contract sold by Seller to the Company on the first Settlement Date occurring following the last day of the immediately preceding Calculation Period in which Seller becomes aware or receives written notice from the Company or the Collateral Agent that such Contract is a "Defective Contract"; provided, however, that with respect to any Contract incorrectly described on the Contract Schedule only with respect to its Principal Balance on the relevant Cut-Off Date, which Seller would otherwise be required to repurchase pursuant to Sections 8 and 9 this Section 8(a), Seller may, in lieu of the Lender Registration Agreements repurchasing such Contract, pay to the Company is required under certain circumstances to repurchase Securities from Lenderson the Business Day next preceding the relevant Notice Settlement Date, to indemnify the Lenders against losses resulting from the breach by the Company of certain of its representations cash in the Lender Registration Agreements, or an amount sufficient to cure such breaches deficiency or discrepancy. For purposes of representations this Section 8(a) the term "Repurchase Price" shall mean an amount equal to the product of (any x) a factor of .97 multiplied by (y) the remaining Principal Balance outstanding on such circumstanceContract as of the opening of business on the latest Determination Date to occur prior to the Settlement Date on which the repurchase is to be effected hereunder, a “Repurchase Event”). The Loan together with accrued and Note Servicer further acknowledges unpaid interest thereon at the Company is relying upon Contract Rate from the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence earlier of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure the last due date as to which the Obligor paid interest under such Repurchase Event, Contract or (ii) if (A) the Company cannot satisfy its obligations such Determination Date, to the applicable Lenders by curing Settlement Date on which such Repurchase Event, (B) such Repurchase Event repurchase is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable)made. The Company will promptly transfer hereby directs the Seller, for so long as the Credit Agreement is in effect, to make such payment on its behalf to the Loan and Note Servicer Collection Account pursuant to Section 7(b) hereof. The following defects with respect to documents in any Security repurchased by Contract File, to the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that extent they do not impair the Loan and Note Servicer may provide. Each validity or enforceability of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company subject document under applicable law, shall not be required deemed to provide notice constitute a breach of the representations and warranties contained in Section 7(b): misspellings of or omissions of initials in names; name changes from divorce or marriage; discrepancies as to payment dates in a Contract of no more than 30 days; discrepancies as to Payments of no more than $5.00; discrepancies as to origination dates of not more than 30 days; inclusion of additional parties other than the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to primary Obligor not listed in the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Servicer has no obligation to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that (ii) the Loan and Note Servicer does not guarantee the payment of any Security in whole 's records or in partthe Contract Schedule and non-substantive typographical errors and other non-substantive minor errors of a clerical or administrative nature.

Repurchase Obligation. The Loan At any time on and Note Servicer acknowledges that pursuant after August 1, 2001 until 5:00 P.M., Chicago, Illinois time, on the Warrant Expiration Date (subject to Sections 8 and 9 of the Lender Registration Agreements extension as herein provided), the Company is required under certain circumstances shall be obligated, upon 60 days prior written notice to the Company by the holder of this Warrant, to repurchase Securities from Lenders, to indemnify the Lenders against losses resulting this Warrant from the breach by the Company of certain of its representations in the Lender Registration Agreements, or to cure such breaches of representations (any such circumstance, a “Repurchase Event”). The Loan and Note Servicer further acknowledges the Company is relying upon the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure such Repurchase Event, or (ii) if (A) the Company cannot satisfy its obligations to the applicable Lenders by curing such Repurchase Event, (B) such Repurchase Event is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and holder hereof for the purchase priceWarrant Repurchase Price (determined as below provided) per Stock Unit, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable). The Company will promptly transfer to the Loan terms and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attentionconditions set forth below; provided that (i) the Company shall not be required to provide notice to have no repurchase obligation under this Section if on or before the Loan and Note Servicer date of any Repurchase Event that it reasonably believes is already known to such proposed repurchase the Loan and Note Servicer, Company has completed an Initial Public Offering and (ii) such repurchase obligation shall be deemed suspended if an event of default under the Subordinated Loan Agreement shall have occurred and be continuing or would result therefrom or at any failure time when, in the opinion of counsel for the Company (whose conclusions are not objected to by reputable outside counsel for the holder of this Warrant), the Board of Directors of the Company would be liable under Section 500 of the General Corporation Law of California in respect of such repurchase; provided that if such repurchase obligation shall be suspended pursuant to the foregoing clause (ii), (a) the Company shall give notice of such suspension to the holder of this Warrant and (b) the holder of this Warrant may, by written notice to the Company, elect to rescind its prior notice requesting that the Company purchase this Warrant. On the Warrant Expiration Date (unless an Initial Public Offering shall have theretofore been completed by the Company), the Company shall (without any further action on the part of the Company or the holder of this Warrant) be obligated to repurchase this Warrant from the holder thereof for the Warrant Repurchase Price (determined as below provided) per Stock Unit, on the terms and conditions set forth below; provided that, if the obligation of the Company to provide such notice repurchase this Warrant shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Servicer has no obligation then be suspended by reason of a condition referred to purchase Securities, and has no obligation to provide the Company with Repurchase Funds, except as stated in this Section 5.9, and that clause (ii) of the Loan preceding sentence, (x) the unpaid portion of the amount that the Company would, but for such suspension, be obligated to pay to the holder of this Warrant (determined without regard to such suspension) shall bear interest, for each day during the period from and Note Servicer does not guarantee including the payment Warrant Expiration Date to but excluding the date on which such obligation is paid in full, at a rate per annum equal to the sum of the Base Rate as in effect on such day plus 6% and (y) the Company shall give notice, in accordance with SECTION 13 hereof, to the holder of this Warrant when any Security in whole or in part.such condition no longer exists. The "