Common use of Mandatory Payments Clause in Contracts

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date). (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreementthereof, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant and (B) the aggregate number of Incomplete Contracts covenant, which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a1) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b2) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c3) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d4) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb), (cc) and (ccdd) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of this Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representationrepresentations, warranty warranties or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and or which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section Sections 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s 's security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of this Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representationrepresentations, warranty warranties or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and or which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section Sections 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s 's security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb), (cc) and (ccdd) hereof or of any breach of CAC's covenant pursuant to Section 5.1(i) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of this Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representationrepresentations, warranty warranties or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and or which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section Sections 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s 's security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform If at any time the other party promptly in writing, upon the discovery sum of (i) the then outstanding principal amount of any breach the Revolving Loan (including the Swing Line Loan) plus (ii) the outstanding amount of CAC’s representations Letter of Credit Obligations exceeds the Borrowing Limit at such time, the Borrowers shall immediately eliminate such excess by prepaying the Revolving Loan. In the event that reducing the Revolving Loan to zero will not eliminate such excess, then the Company shall provide to the Agent, cash collateral, on terms and warranties pursuant to Sections 4.1(hdocuments and agreements (each of which shall constitute a Security Document) satisfactory in all respects to the Agent, for all outstanding Letter of Credit Obligations (hereinafter, "Letter of Credit Cash Collateral") in an amount sufficient to eliminate such excess, the Letter of Credit Obligations being deemed reduced by the amount of Letter of Credit Cash Collateral so provided. (b) In the event that for any reason the Letter of Credit Obligations exceed $30,000,000 at any time, the Company shall immediately provide Letter of Credit Cash Collateral in an amount sufficient to eliminate such excess, the Letter of Credit Obligations being deemed reduced by the amount of Letter of Credit Cash Collateral so provided. (c) The Borrowers shall cause for a period of at least 30 consecutive days during each Clean Down Period (i) the aggregate outstanding principal balance of the Revolving Loan to be reduced to an amount equal to $10,000,000 or less and (ii) the Letter of Credit Obligations to be reduced to an amount equal to $20,000,000 or less; provided, however, that in the event the Letter of Credit Obligations exceed $20,000,000 at any time, the Company may provide Letter of Credit Cash Collateral in an amount sufficient to eliminate such excess and the Letter of Credit Obligations shall be deemed reduced by the amount of Letter of Credit Cash Collateral so provided. (d) In the event that (i) a Change of Control occurs, (ii) all or substantially all of the assets of the Company shall be sold, transferred or conveyed, whether in a single transaction or in a series of related transactions or (iii) the Company or the Parent shall consummate a transaction otherwise prohibited under Section 9.5 hereof, the Revolving Loan shall become immediately due and payable, the Revolving Credit Facility Commitment shall be automatically terminated and the Borrowers shall immediately pay all Lender Debt (including, without limitation, Letter of Credit Obligations, for which Letter of Credit Cash Collateral shall be immediately provided), unless, in the case of (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificateii) or (iiiii) with respect above, the Borrowers have obtained the prior written consent of the Majority Lenders. (e) Any prepayment of principal of the Revolving Loan pursuant to each date by which a review is required this Section 3.1 shall be made, except as provided in Section 3.7 hereof, without premium or penalty but shall be subject to be performed payment of any applicable indemnity obligations pursuant to Section 3.03(d) 2.12 hereof. Each prepayment of principal of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty Revolving Loan required under Section 3.1 or covenant as described in Section 6.1(a) above 3.2 hereof shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, be accompanied by the last day payment of interest and fees accrued and unpaid on the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as amount of such last day (such Loans and Contracts, prepayment through the “Ineligible Loans”)date of prepayment. (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any breach Asset Sale, to the extent that the aggregate amount of CAC’s representations and warranties pursuant Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as the extent that the aggregate amount of the time Net Cash Proceeds from such representationEvent of Loss exceeds $5,000,000, warranty or covenant was made but without regard the Borrower shall prepay Term Loans in an amount equal to any limitation set forth therein concerning the knowledge 100% of CAC as to the facts stated therein all such Net Cash Proceeds (which limited, in the case of CAC can be provided the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the applicable Servicer Certificatecase of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) or Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Term Loan Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b). (ii) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Restricted Subsidiaries, the Borrower shall prepay Term Loans in an amount equal to all such Net Cash Proceeds; provided that the Borrower shall not be required to prepay Term Loans with respect to Net Cash Proceeds of Indebtedness permitted under Section 7.04 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Junior Refinancing Debt and any other Credit Agreement Refinancing Indebtedness). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b). (iii) After the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2018), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Compliance Certificate for such fiscal year and (y) the date by on which a review is the financial statements and related Compliance Certificate for such fiscal year are required to be performed delivered pursuant to Section 3.03(d6.01, the Borrower shall prepay Term Loans in an aggregate principal amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow (calculated after giving pro forma effect to any prepayments or repurchases of Loans pursuant to the immediately following clause (B)), if any, for such fiscal year, minus (B) the sum of (1) all voluntary prepayments and/or repurchases of Term Loans and/or Revolving Loans (in the case of Revolving Loans, solely to the extent accompanied by permanent reductions in the Revolving Commitments) plus (2) all voluntary prepayments, repurchases or redemptions of any Permitted First Priority Refinancing Debt made during such fiscal year or after year-end and prior to the date such payment is due (limited, in the case of repurchases at or below par pursuant to Section 2.13(e) or 11.06(g), to the amount of cash used to make such purchases), except, in each case, to the extent financed with the proceeds of long-term Indebtedness; provided that the Borrower shall only be required to make a prepayment pursuant to this Section 2.05(b)(iii) to the extent that such amount is in excess of $5,000,000. Any such prepayment shall be applied in accordance with subsection (vi) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such datethis clause (b). (biv) Unless Notwithstanding any breach other provisions of this Section 2.13 to the contrary, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by, or an Event of Loss of, a representationForeign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries is prohibited or delayed by applicable local law from being repatriated to the United States, warranty the portion of such Net Cash Proceeds or covenant Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as described the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 6.1(a2.13 and (B) above shall to the extent that the Borrower has reasonably determined that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have been cured or the number of Incomplete Contracts material adverse tax cost consequences with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contractssuch Net Cash Proceeds or Excess Cash Flow, as applicable, such Net Cash Proceeds or Excess Cash Flow so affected may be retained by the last day applicable Foreign Subsidiary. In addition, all mandatory prepayments pursuant to this Section 2.13(b) are subject to permissibility under (A) local law (including financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and fiduciary and statutory duties of the first full Collection Period following directors of the discovery thereof relevant Subsidiaries) and (B) organizational document and other restrictions (including as a result of minority ownership). The non-application of any mandatory prepayment as a result of this Section 2.13(b)(iv) will not constitute a Default or Event of Default and such amounts shall be available for working capital purposes of the Borrower and the Restricted Subsidiaries. (v) The Revolving Loans shall be subject to mandatory repayment or prepayment (in the conditions case of any partial prepayment conforming to the requirements as to the amounts of partial prepayments set forth in Section 3.02(d2.13(a) of above), and the Sale and Servicing AgreementLC Outstandings shall be subject to cash collateralization requirements, CAC shall have in accordance with the obligation to make a payment to Funding of the applicable Purchase Amount in respect of following provisions: (A) all Loans and Contracts with respect If on any date (after giving effect to which there is a breach any other payments on such date) (A) the Revolving Facility Exposure of any Lender exceeds such representationLender’s Revolving Commitment (whether due to a change in the Dollar Equivalent such Lender’s Revolving Facility Exposure or otherwise), warranty or covenant and (B) the aggregate number sum of Incomplete Contracts which (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of Swing Loans, exceeds the number Total Revolving Commitment (in the case of Permitted Incomplete Contractsclauses (1) or (3), whichwhether due to a change in the Dollar Equivalent of the Aggregate Revolving Facility Exposure or otherwise), or (C) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line Commitment, then, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contractsforegoing, the “Ineligible Loans”)Borrower shall, on such day, prepay on such date the principal amount of the Revolving Loans and, after the Revolving Loans have been paid in full, Unreimbursed Drawings, in an aggregate amount at least equal to such excess. (cB) CAC hereby acknowledges thatIf on any date the LC Outstandings exceed the LC Commitment Amount, concurrently with then the transfers under this Agreementapplicable LC Obligor or the Borrower shall, the Ineligible Loans are being (or will be) transferred on such day, pay to the Trust under Revolver Administrative Agent an amount in cash equal to such excess and the Sale Revolver Administrative Agent shall hold such payment as security for the reimbursement obligations of the applicable LC Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and Servicing Agreement substance reasonably satisfactory to the Revolver Administrative Agent, each LC Issuer and Funding may be required the Borrower (which shall permit certain investments in Cash Equivalents reasonably satisfactory to repurchase from the Trust such Ineligible Loans Revolver Administrative Agent, each LC Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with the terms of the Sale any such cash collateral agreement and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment which shall provide for regular remittance to the Collection Account Borrower of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest accrued on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contractcash collateral amount).

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any breach Asset Sale, to the extent that the aggregate amount of CAC’s representations and warranties pursuant Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as the extent that the aggregate amount of the time Net Cash Proceeds from such representationEvent of Loss exceeds $5,000,000 the Borrower shall prepay Term Loans in an amount equal to 100% of all such Net Cash Proceeds (limited, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable Servicer Certificate365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b). (ii) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Restricted Subsidiaries, the Borrower shall prepay Term Loans in an amount equal to all such Net Cash Proceeds; provided that the Borrower shall not be required to prepay Term Loans with respect to Net Cash Proceeds of Indebtedness permitted under Section 7.04 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Junior Refinancing Debt and any other Credit Agreement Refinancing Indebtedness). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b). (iii) After the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2022), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Compliance Certificate for such fiscal year and (y) the date on which the financial statements and related Compliance Certificate for such fiscal year are required to be delivered pursuant to Section 6.01, the Borrower shall prepay Term Loans in an aggregate principal amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow (calculated after giving pro forma effect to any prepayments or repurchases of Loans and any Capital Expenditure, Permitted Acquisition and Investments, in each case, pursuant to the immediately following clause (B)), if any, for such fiscal year, minus (B) at the Borrower’s option, the sum of (1) all voluntary prepayments and/or repurchases of Term Loans and/or Revolving Loans (in the case of Revolving Loans, solely to the extent accompanied by permanent reductions in the Revolving Commitments) plus (2) all voluntary prepayments, repurchases or redemptions (including any premium, make-whole or penalty payments) of any Permitted First Priority Refinancing Debt or other Indebtedness permitted hereunder that is secured on a pari passu basis with the Obligations (and in the case of revolving Indebtedness, solely to the extent accompanied by a permanent reduction in the commitments in respect of such revolving Indebtedness) made during such fiscal year or after year-end and prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year (limited, in the case of repurchases at or below par pursuant to Section 2.13(e) or 11.06(g), to the amount of cash used to make such purchases) plus (3) the amount of Capital Expenditures made in cash or accrued during such period or after such period but prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year plus (4) without duplication of amounts deducted pursuant to clause (b)(x) of the definition of the term “Excess Cash Flow”, the amount of Permitted Acquisitions and Investments (other than Investments made pursuant to Sections 7.05(a), (f), (h) or (iij)) made in cash (including any customary fees, expenses and charges in connection therewith) during such period or after such period but prior to date such Excess Cash Flow payment, if any, is due for such fiscal year, except, in each case, to the extent financed with the proceeds of long-term Indebtedness plus (5) the aggregate amount of cash committed during such period or after such period but prior to the date such Excess Cash Flow payment, if any, is due for such fiscal year (the “Contract Consideration”) to be used to make Capital Expenditures, Permitted Acquisitions or Investments (other than Investments made pursuant to Sections 7.05(a), (f), (h) or (j)) in the succeeding twelve months for which a binding agreement exists; provided that if the aggregate amount of cash actually used in the succeeding twelve months is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow in the immediately following fiscal year; provided that the Borrower shall only be required to make a prepayment pursuant to this Section 2.05(b)(iii) to the extent that such amount is in excess of $5,000,000. Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b). (iv) Notwithstanding any other provisions of this Section 2.13 to the contrary, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by, or an Event of Loss of, a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries is prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes that would be payable or reserved against as a result of repatriating such amount, but without duplication of any such taxes already subtracted from Excess Cash Flow or Net Cash Proceeds pursuant to the definitions thereof) to the repayment of the Term Loans pursuant to this Section 2.13 and (B) to the extent that the Borrower has reasonably determined that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to each date by which a review is such Net Cash Proceeds or Excess Cash Flow, an amount equal to such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be performed applied to repay Term Loans at the times provided in this Section 2.13. In addition, all mandatory prepayments pursuant to this Section 3.03(d2.13(b) are subject to permissibility under (A) local law (including financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and fiduciary and statutory duties of the Sale directors of the relevant Subsidiaries) and Servicing Agreement, that (B) organizational document and other restrictions (including as a result of minority ownership). The non-application of any mandatory prepayment as a result of this Section 2.13(b)(iv) will not constitute a Default or Event of Default and such amounts shall be available for working capital purposes of the aggregate number of Incomplete Contracts exceeds Borrower and the number of Permitted Incomplete Contracts for such dateRestricted Subsidiaries. (bv) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above The Revolving Loans shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and be subject to mandatory repayment or prepayment (in the conditions case of any partial prepayment conforming to the requirements as to the amounts of partial prepayments set forth in Section 3.02(d2.13(a) of above), and the Sale and Servicing AgreementLC Outstandings shall be subject to cash collateralization requirements, CAC shall have in accordance with the obligation to make a payment to Funding of the applicable Purchase Amount in respect of following provisions: (A) all Loans and Contracts with respect If on any date (after giving effect to which there is a breach any other payments on such date) (A) the Revolving Facility Exposure of any Lender exceeds such representationLender’s Revolving Commitment (whether due to a change in the Dollar Equivalent such Lender’s Revolving Facility Exposure or otherwise), warranty or covenant and (B) the aggregate number sum of Incomplete Contracts which (1) the Aggregate Revolving Facility Exposure and (2) the outstanding principal amount of Swing Loans, exceeds the number Total Revolving Commitment (in the case of Permitted Incomplete Contractsclauses (1) or (3), whichwhether due to a change in the Dollar Equivalent of the Aggregate Revolving Facility Exposure or otherwise), or (C) the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line Commitment, then, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contractsforegoing, the “Ineligible Loans”)Borrower shall, on such day, prepay on such date the principal amount of the Revolving Loans and, after the Revolving Loans have been paid in full, Unreimbursed Drawings, in an aggregate amount at least equal to such excess. (cB) CAC hereby acknowledges thatIf on any date the LC Outstandings exceed the LC Commitment Amount, concurrently with then the transfers under this Agreementapplicable LC Obligor or the Borrower shall, the Ineligible Loans are being (or will be) transferred on such day, pay to the Trust under Administrative Agent an amount in cash equal to such excess and the Sale Administrative Agent shall hold such payment as security for the reimbursement obligations of the applicable LC Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and Servicing Agreement substance reasonably satisfactory to the Administrative Agent, each LC Issuer and Funding may be required the Borrower (which shall permit certain investments in Cash Equivalents reasonably satisfactory to repurchase from the Trust such Ineligible Loans Administrative Agent, each LC Issuer and the Borrower until the proceeds are applied to any Unreimbursed Drawing or to any other Obligations in accordance with the terms of the Sale any such cash collateral agreement and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment which shall provide for regular remittance to the Collection Account Borrower of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest accrued on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contractcash collateral amount).

Mandatory Payments. (a) CAC Following receipt thereof by any Loan Party of the cash proceeds from any permitted sale of assets (other than sales of inventory in the ordinary course of business) at any time that the Total Exposure is $5,000,000 or more, the Borrowers shall, subject to Section 6.12(c), pay to the Agent an amount equal to the lesser of (x) the difference between the then existing Total Exposure and Funding $5,000,000 and (y) 100% of the net cash proceeds from such asset sale, and such payment shall inform be applied as a mandatory repayment of principal of the other party promptly then outstanding Revolving Loans; provided, however, that, to the extent, and only to the extent, necessary to avoid any requirement under Section 4.15 of the Indenture that New World offer to purchase any Senior Secured Debt in writing, upon accordance with the discovery terms thereof (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(hnotwithstanding the parenthetical above), (i), ) the Borrowers shall apply the cash proceeds from any permitted sale of assets that constitutes an “Asset Sale” (j), (k), (l), (m), (n), (o), (q), (bbas such term is defined in the Indenture) and (cc) hereof as to the payment of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or Revolving Loans and (ii) with respect there shall be a permanent reduction of the Revolving Commitments and the Maximum Revolver Amount in the amount of any such application to each date by which a review is required the Revolving Loans (such permanent reduction to be performed pursuant made concurrently with such application to Section 3.03(d) the Revolving Loans and such reduction to result in each Lender’s Revolving Commitment to be permanently reduced by its Pro Rata Share of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such datereduction). (b) Unless any breach of a representationSubsequent to the Closing Date, warranty or covenant as described in Section 6.1(a) above shall have been cured or on the number of Incomplete Contracts tenth day following the receipt thereof (with respect to any review period described in clause (a)(iii) below, promptly (but in no event later than one Business Day) after receipt thereof) by any Loan Party at any time that the Total Exposure is $5,000,000 or more, the Borrowers shall pay to the Agent an amount equal to (i) 100% of the cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith) of Section 6.1(a) no longer exceeds the number any sale or issuance of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach equity of any such representation, warranty or covenant and Loan Party (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (Aother than to another Loan Party) and (B)ii) 100% of the net cash proceeds of the issuance of any Debt by any Loan Party, are materially and adversely affected by such event and which materially and adversely affect payment shall be applied as a mandatory repayment of principal of the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible then outstanding Revolving Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being Any amounts prepaid pursuant hereto may be immediately reborrowed (or will be) transferred subject to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loansborrowing limitations otherwise set forth herein). (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as The entire principal balance of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning Term Loans shall be due and payable on the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such dateMaturity Date. (b) Unless If at any breach time while the Letter of a representationCredit is outstanding, warranty the Borrower, any Guarantor or covenant as described any of their respective Subsidiaries receives cash proceeds of (x) any sale and issuance of Equity Interests pursuant to Section 9.7(b)(iii) or (iv) of this Agreement, or (y) Indebtedness, other than Indebtedness specified in Section 6.1(a) above 9.9 (regardless of whether Section 9.9 would apply at the time), which is permitted to be incurred under the First Lien Loan Agreement, then the Borrower shall have been cured or request the number reduction of Incomplete Contracts with respect the Letter of Credit in an amount equal to any review period described in the cash proceeds received pursuant to clause (a)(iix) of Section 6.1(aor (y) no longer exceeds the number of Permitted Incomplete Contractsabove, as applicable, by and take commercially reasonable efforts to cause such reduction as promptly as possible, in any case, pursuant to and in accordance with the last day terms Section 4 of Amendment No. 4 to the first full Collection Period following the discovery thereof First Lien Loan Agreement (it being understood and agreed that any such reduction is subject to the conditions set forth in Section 3.02(d) terms of Amendment No. 4 to the First Lien Loan Agreement and the failure of the Sale and Servicing Agreement, CAC shall have Borrower to cause the obligation to make a payment to Funding reduction of the applicable Purchase Amount in respect Letter of (A) all Loans and Contracts Credit due to the failure of the Borrower to meet the terms of Amendment No. 4 to the First Lien Loan Agreement shall not constitute an Event of Default hereunder). Together with respect to which there is a breach any reduction of any such representation, warranty or covenant and (B) the aggregate number Letter of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (BCredit under this Section 2.3(b), are materially and adversely affected by such event and which materially and adversely affect Borrower shall pay the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”applicable Early Termination Fee in accordance with Section 13.1(c). (c) CAC hereby acknowledges thatFollowing any Term Loan Conversion, concurrently except as Agent may otherwise agree in writing, all of the proceeds of any sale and issuance of Equity Interests pursuant to Section 9.7(b)(iii) or (iv) of this Agreement shall, within ten (10) Business Days after receipt by Borrower, any Guarantor or any of their respective Subsidiaries, be delivered to Agent. Together with the transfers each payment under this AgreementSection 2.3(c), Borrower shall pay the Ineligible Loans are being (or will be) transferred to the Trust under the Sale aggregate amount of any Funding Losses suffered by any Lender and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment Early Termination Fee in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract13.1(c).

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s 's security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (ccbb) hereof as of the time such representation, warranty or covenant was representation and warranties were made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, representation or warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of this Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant representations and warranties and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and or which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section Sections 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) Within one (1) Business Day after the Issuer's receipt of any breach Net Cash Proceeds of CAC’s representations and warranties pursuant Sale, the Issuer shall make or cause to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as be made a mandatory prepayment of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as Obligations in an amount equal to the facts stated therein (which in the case Prepayment Percentage of CAC can be provided in the applicable Servicer Certificate) or such proceeds. (ii) with respect Within one (1) Business Day after any Credit Party or any agent thereof, receives any amount of Proceeds of Issuance of Equity or Indebtedness, the Issuer shall make or cause to each date be made a mandatory prepayment of the Obligations in an amount equal to (x) 100% of the amount of such proceeds (reduced by which a review is the amount of such proceeds received by Foamex International and required to be performed applied and so applied to the obligations under the Foamex Credit Agreement pursuant to Section 3.03(d3.01(b)(vi) thereof as in effect on the Effective Date) multiplied by (y) the Prepayment Percentage; provided, however, that no prepayment of this Note shall be required from Proceeds of Issuance of Equity or Indebtedness due to sales of Equity Interests in Foamex International under the Stock Option Plan until the aggregate amount of such sales equals $10,000,000 and any subsequent multiple of $10,000,000 (it being understood that no such prepayment shall be required until such proceeds equals at least $10,000,000 and that all such proceeds shall be subject to this clause (ii) and not just the excess over $10,000,000) with any such prepayment being due on or prior to the 30th day following the close of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for Fiscal Year in which such dateproceeds equaled or exceeded such $10,000,000 or multiple thereof. (biii) Unless Immediately upon any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day acceleration of the first full Collection Period following the discovery thereof and subject Stated Maturity Date of this Note pursuant to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representation, warranty or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts10.02, the “Ineligible Loans”Issuer shall repay in full this Note, unless, pursuant to Section 10.02, only a portion of all this Note is so accelerated (in which case the portion so accelerated shall be so prepaid). (civ) CAC hereby acknowledges that, concurrently Within 100 days after the close of each Fiscal Year (beginning with the transfers under this Agreementclose of the 1998 Fiscal Year), the Ineligible Loans are being (or will be) transferred Issuer shall make a mandatory prepayment of this Note in an amount equal to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms 100% of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust Excess Cash Flow (if any) for such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible LoansFiscal Year. (dv) Each Dealer LoanOn each Quarterly Payment Date occurring during any period set forth below, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to the Issuer shall make a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full scheduled repayment of the related Purchase Amountaggregate outstanding principal amount, be reconveyed if any, of this Note in an amount equal to CAC the amount set forth below opposite the applicable period during which each Quarterly Payment Date occurs: Amount of Required Period Principal Payment --------- --------------------------- June 30, 1998 through (and shall no longer constitute Conveyed Property. After payment in full including) March 31, 1999 $1,755,000 June 30, 1999 through (and including) March 31, 2001 $2,632,500 June 30, 2001 through (and including) December 31, 2003 $3,510,000 Stated Maturity Date $28,310,000, or, if different, the then outstanding principal amount of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.this Note

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb), (cc) and (ccdd) hereof or of any breach of CAC's covenant pursuant to Section 5.1(i) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of this Section 6.1(a) no longer exceeds the the (c) number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representationrepresentations, warranty warranties or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and or which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (cd) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (de) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section Sections 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s 's security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb), (cc) and (ccdd) hereof or of any breach of CAC's covenant pursuant to Section 5.1(i) hereof as of the time such representation, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of this Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach of any such representationrepresentations, warranty warranties or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and or which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section Sections 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s 's security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i) Within one (1) Business Day after the Borrower's receipt of any breach Net Cash Proceeds of CAC’s representations and warranties pursuant Sale, the Borrower shall make or cause to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o), (q), (bb) and (cc) hereof as be made a mandatory prepayment of the time such representationObligations (or, warranty or covenant was made but without regard to any limitation set forth therein concerning the knowledge of CAC as to the facts stated therein (which extent no Revolving Loans are outstanding, a deposit in the case Cash Collateral Account) in an amount equal to the Prepayment Percentage of CAC can be provided in the applicable Servicer Certificate) or such proceeds. (ii) with respect Within one (1) Business Day after any Credit Party or any agent thereof, receives any amount of Proceeds of Issuance of Equity or Indebtedness, the Borrower shall make or cause to each date be made a mandatory prepayment of the Obligations (or, to the extent no Revolving Loans are outstanding, a deposit in the Cash Collateral Account) in an amount equal to (x) 100% of the amount of such proceeds (reduced by which a review is the amount of such proceeds received by Foamex International and required to be performed applied and so applied to the obligations under the Foamex Credit Agreement pursuant to Section 3.03(d3.01(b)(vi) thereof as in effect on the Effective Date) multiplied by (y) the Prepayment Percentage; provided, however, that no prepayment of the Sale and Servicing Agreement, that Loans shall be required from Proceeds of Issuance of Equity or Indebtedness due to sales of Equity Interests in Foamex International under the Stock Option Plan until the aggregate number amount of Incomplete Contracts exceeds such sales equals $10,000,000 and any subsequent multiple of $10,000,000 (it being understood that no such prepayment shall be required until such proceeds equals at least $10,000,000 and that all such proceeds shall be subject to this clause (ii) and not just the number excess over $10,000,000) with any such prepayment being due on or prior to the 30th day following the close of Permitted Incomplete Contracts for the Fiscal Year in which such dateproceeds equaled or exceeded such $10,000,000 or multiple thereof. (biii) Unless Immediately upon any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day acceleration of the first full Collection Period following the discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach Stated Maturity Date of any such representation, warranty or covenant and (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contractspursuant to Section 11.02, the “Ineligible Borrower shall repay all the Loans”, unless, pursuant to Section 11.02, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so prepaid). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be the sole remedy of Funding in respect to the Ineligible Loans. (d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full of the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property. After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall execute and deliver to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract.

Mandatory Payments. (a) CAC Provided that a Default or Event of Default has not otherwise occurred and Funding shall inform the other party promptly in writingbe continuing hereunder, upon the discovery if at any time (i) the aggregate outstanding amount of any breach the Receivables Loan A advanced hereunder by Lenders to Initial Borrowers exceeds the maximum amount of CAC’s representations and warranties the Receivables Loan A allowed pursuant to Sections 4.1(hSection 2.1(a) (a “Receivables A Overadvance”), (iii) the aggregate outstanding amount of the Inventory Loan advanced hereunder by Lenders to Initial Borrowers exceeds the maximum amount of the Inventory Loan A allowed pursuant to Section 2.2(a) (an “Inventory A Overadvance”), (j), (k), (l), (m), (n), (o), (q), (bbiii) and (cc) hereof as the aggregate outstanding amount of the time such representation, warranty or covenant was made but without regard Receivables Loan B advanced hereunder by Lenders to any limitation set forth therein concerning Houston Auto exceeds the knowledge maximum amount of CAC as to the facts stated therein (which in the case of CAC can be provided in the applicable Servicer Certificate) or (ii) with respect to each date by which a review is required to be performed Receivables Loan B allowed pursuant to Section 3.03(d2.4(a) (a “Receivables B Overadvance”; a Receivables B Overadvance and a Receivables A Overadvance, each a “Receivables Overadvance”), or (iv) the aggregate outstanding amount of the Sale and Servicing Agreement, that the aggregate number of Incomplete Contracts Inventory Loan B advanced hereunder by Lenders to Houston Auto exceeds the number of Permitted Incomplete Contracts for such date. (b) Unless any breach of a representation, warranty or covenant as described in Section 6.1(a) above shall have been cured or the number of Incomplete Contracts with respect to any review period described in clause (a)(ii) of Section 6.1(a) no longer exceeds the number of Permitted Incomplete Contracts, as applicable, by the last day maximum amount of the first full Collection Period following Inventory Loan B allowed pursuant to Section 2.5(a) (an “Inventory B Overadvance”; a Inventory B Overadvance and an Inventory A Overadvance, each an “Inventory Overadvance”) Borrowers shall immediately and without notice, repay to Administrative Agent, for the discovery thereof and subject account of Lenders, an amount sufficient to eliminate any such excess. In the event an Initial Borrower sells, transfers, assigns or otherwise disposes of all or any portion of its Receivables or Automobile Inventory, other than in the ordinary course of business (subject, at all times, to the conditions restrictions set forth in Section 3.02(d6.2(c) of the Sale and Servicing this Agreement), CAC Initial Borrowers shall have the obligation to make a payment to Funding of the applicable Purchase Amount in respect of (A) apply all Loans and Contracts with respect to which there is a breach proceeds of any such representationsale, warranty transfer, assignment or covenant and other disposition to reduce the outstanding balance of the Indebtedness (B) the aggregate number of Incomplete Contracts which exceeds the number of Permitted Incomplete Contracts, whichwith such proceeds, in the case of each a sale of (A) and (B), are materially and adversely affected by such event and which materially and adversely affect the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible Loans”). (c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of Ineligible Loans under this Article VI, whether from Funding or directly from the TrustReceivables, shall be the sole remedy of Funding in respect applied first to the Ineligible Loans. (d) Each Dealer LoanReceivables Loan A, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is subject to a payment in accordance with Section 6.1(b) or (c) above shall, upon payment in full and proceeds of the related Purchase Amountsale of Automobile Inventory to be applied first to the Inventory Loan A (unless such Automobile Inventory constitutes Calcott Automobile Inventory, in which case the proceeds of such sale shall be reconveyed applied first to CAC and the Term Loan A)). In the event Houston Auto sells, transfers, assigns or otherwise disposes of all or any portion of its Receivables or Automobile Inventory, other than in the ordinary course of business (subject, at all times, to the restrictions set forth in Section 6.2(c) of this Agreement), Houston Auto shall no longer constitute Conveyed Property. After payment in full apply all proceeds of any such sale, transfer, assignment or other disposition to reduce the outstanding balance of the related Purchase Amount Indebtedness (with such proceeds, in the case of a sale of Receivables, shall be applied first to the Receivables Loan B, and upon proceeds of the request sale of CACAutomobile Inventory to be applied first to the Inventory Loan B (unless such Automobile Inventory constitutes Texas Legacy Automobile Inventory, Funding in which case the proceeds of such sale shall execute and deliver be applied first to CAC any assignments, termination statements and any other releases and instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s security interest on such Dealer Loan, Dealer Term Loan Contract, Purchased Loan or Purchased Loan ContractB)).