Common use of Amortization Period Clause in Contracts

Amortization Period. (i) Provided all of the Amortization Period Conditions are satisfied, Seller shall have the option to extend the Repurchase Date for all outstanding Transactions as of the Availability Period Expiration Date for a period equal to the lesser of (x) the date that all Repurchase Obligations have been paid in full and no Purchased Assets remain subject to Transactions and (y) two (2) years (such period, the “Amortization Period”) from the date of the Availability Period Expiration Date (such date, the “Amortization Period Expiration Date”). For purposes of this Article 3(m)(i), the “Amortization Period Conditions” shall be deemed to have been satisfied if: 45 LEGAL_US_E # 160815361.8 (A) Seller shall have given Administrative Agent written notice, not less than sixty (60) days and no more than one hundred twenty (120) days, prior to then-current Availability Period Expiration Date, of Seller’s desire to enter the Amortization Period; (B) no Margin Deficit that has resulted in a Margin Deficit Notice, or Event of Default under this Agreement shall have occurred and be continuing as of the Availability Period Expiration Date; (C) the representations and warranties made by Seller, ▇▇▇▇▇▇▇ and Guarantor in any of the Transaction Documents shall be true and correct in all respects as of the then-current Availability Period Expiration Date, except to the extent that such representations and warranties (a) are made as of a particular date, (b) are no longer true as a result of a change in fact with respect to a Purchased Asset that was consented to in writing by Administrative Agent, on behalf of ▇▇▇▇▇▇, hereunder or (c) are disclosed in a Requested Exceptions Report; (D) Administrative Agent, on behalf of Buyers, and Seller shall have executed amended Confirmations for the Amortization Period Assets; and (E) Seller shall have paid to Administrative Agent, on behalf of ▇▇▇▇▇▇, the Amortization Period Fee then due and payable to Buyers. (ii) During the Amortization Period, Seller shall pay Administrative Agent, on behalf of Buyers, the Amortization Period Fee in accordance with the terms and conditions of the Fee Letter. (iii) During the Amortization Period, Administrative Agent, on behalf of Buyers, shall not purchase any new Eligible Assets. If Administrative Agent, on behalf of Buyers, and Seller have entered into the Amortization Period in accordance with the terms and conditions of this Article 3(m), then (A) on the Amortization Period Expiration Date, Seller shall be obligated to repurchase all of the Purchased Assets subject to Transactions and transfer payment of the Repurchase Price for each such Purchased Asset, together with the accrued and unpaid Price Differential and any other amounts due and payable to Buyers hereunder, against the transfer by Administrative Agent, on behalf of ▇▇▇▇▇▇, to Seller of each such Purchased Asset, and (B) following the Amortization Period Expiration Date, Administrative Agent, on behalf of Buyers, shall not be obligated to transfer any Purchased Assets to Seller until payment in full to Buyers of all amounts due hereunder.

Amortization Period. (i) Provided all of the Amortization Period Conditions are satisfied, Seller shall have the option to extend the Repurchase Date for all outstanding Transactions as of the Availability Period Expiration Date for a period equal to the lesser of (x) the date that all Repurchase Obligations have been paid in full and no Purchased Assets remain subject to Transactions and (y) two (2) years (such period, the “Amortization Period”) from the date of the Availability Period Expiration Date (such date, the “Amortization Period Expiration Date”). For purposes of this Article 3(m)(i), the “Amortization Period Conditions” shall be deemed to have been satisfied if: 45 LEGAL_US_E # 160815361.8 (A) Seller shall have given Administrative Agent written notice, not less than sixty (60) days and no more than one hundred twenty (120) days, prior to then-current Availability Period Expiration Date, of Seller’s desire to enter the Amortization Period; (B) no Margin Deficit that has resulted in a Margin Deficit Notice, or Event of Default under this Agreement shall have occurred and be continuing as of the Availability Period Expiration Date; (C) the representations and warranties made by Seller, ▇▇▇▇▇▇▇ and Guarantor in any of the Transaction Documents shall be true and correct in all respects as of the then-current Availability Period Expiration Date, except to the extent that such representations and warranties (a) are made as of a particular date, (b) are no longer true as a result of a change in fact with respect to a Purchased Asset that was consented to in writing by Administrative Agent, on behalf of ▇▇▇▇▇▇, hereunder or (c) are disclosed in a Requested Exceptions Report; (D) Administrative Agent, on behalf of Buyers, and Seller shall have executed amended Confirmations for the Amortization Period Assets; and (E) Seller shall have paid to Administrative Agent, on behalf of ▇▇▇▇▇▇, the Amortization Period Fee then due and payable to Buyers. (ii) During the Amortization Period, Seller all Collections on deposit in the Facility Account shall pay Administrative Agent, remain on behalf of Buyers, deposit in the Amortization Period Fee in accordance with the terms Facility Account and conditions of the Fee Letter. (iii) During shall not be released pursuant to Section 1.6(c). On each Settlement Date occurring during the Amortization Period, Administrative the Servicer shall instruct the Agent, or if an Event of Default or the Termination Date has occurred, the Agent shall distribute all Collections on behalf deposit in the Facility Account in the following order of Buyerspriority: first, at any time the Servicer is not the Seller or an Affiliate thereof, the Servicer may receive any Servicer Fees that are then due and owing; second, to the Agent for the benefit of the Purchaser, the following amounts in the following order: (a) any Discount with respect to any prior Settlement Date due but not paid pursuant to this clause second (or pursuant to a Support Discount Funding made pursuant hereto) on a prior Settlement Date; provided, however, that no such amount of Discount carried forward with respect to a prior Settlement Date shall not purchase include any new Eligible Assets. If Administrative Agent, on behalf amount of BuyersDiscount for a prior Settlement Date that was in excess of the Capped Discount for such prior Settlement Date, and Seller have entered into the Amortization Period (b) Discount for such Settlement Date but not in accordance with the terms and conditions of this Article 3(m), then (A) on the Amortization Period Expiration Date, Seller shall be obligated to repurchase all excess of the Purchased Assets subject Capped Discount for such Settlement Date; third, to Transactions the Surety Provider, (a) the Surety Fee due to the Surety Provider on such Settlement Date and transfer payment of the Repurchase Price for each such Purchased Asset(b) any unpaid Surety Fee due on prior Settlement Dates, together with (in the accrued case of any such unpaid Surety Fee) interest thereon at the rate specified in the Premium Letter; fourth, in reduction of the Capital (to zero), fifth, to the Surety Provider, the aggregate amount necessary to reimburse the Surety Provider for prior unreimbursed Support Discount Fundings, together with interest thereon, calculated at the rate set forth in the Insurance and Indemnity Agreement, all as certified by the Surety Provider to the Agent and the Servicer; sixth, to the Surety Provider, the aggregate amount necessary to reimburse the Surety Provider for prior unreimbursed Support Capital Fundings, together with interest thereon, calculated at the rate set forth in the Insurance and Indemnity Agreement, all as certified by the Surety Provider to the Agent and the Servicer; seventh, to the Agent for the benefit of the Purchaser, the following amounts in the following order: (a) any Carryover Interest for any prior Settlement Date and (b) any Discount for such Settlement Date, in each case to the extent not paid pursuant to clause second above, eighth, ratably to the Agent for the benefit of the Purchasers, the Agent or the Surety Provider, as applicable, the Unused Fee, any Default Fees, any Make-Whole Amounts, any outstanding and unpaid Price Differential Accrued Liabilities, and any other amounts owing to the Agent, the Purchasers or the Surety Provider, including, without limitation, any amounts necessary to reimburse the Agent and the Surety Provider for any costs incurred in the collection and enforcement of this Agreement, ninth, if the Servicer is the Seller or an Affiliate thereof, the Servicer may receive any Servicer Fees that are then due and payable owing. Following the date on which the Aggregate Unpaids are reduced to Buyers hereunderzero, against the transfer by Administrative Agent, on behalf of ▇▇▇▇▇▇, to Seller of each such Purchased Asset, and (B) following the Amortization Period Expiration Date, Administrative Agent, on behalf of Buyers, shall not be obligated to transfer any Purchased Assets to Seller until payment in full to Buyers of all amounts due hereunderin the Facility Account shall be released to the Seller.

Amortization Period. (i) Provided all of the Amortization Period Conditions are satisfied, Seller shall have the option to extend the Repurchase Date for all outstanding Transactions as of the Availability Period Expiration Date for a period equal to the lesser of (x) the date that all Repurchase Obligations have been paid in full and no Purchased Assets remain subject to Transactions and (y) two (2) years (such period, the “Amortization Period”) for a period of up to one (1) year from the date of the Availability Period Expiration Date (such date, the “Amortization Period Expiration Date”). For purposes of this Article 3(m)(i), the “Amortization Period Conditions” shall be deemed to have been satisfied if: 45 LEGAL_US_E # 160815361.8: (A) Seller shall have given Administrative Agent Buyer written notice, not less than sixty (60) days and no more than one hundred twenty (120) days, prior to then-then current Availability Period Expiration Date, of Seller’s desire to enter the Amortization Period; (B) no Potential Event of Default, Margin Deficit that has resulted in a Margin Deficit NoticeDeficit, or Event of Default under this Agreement shall have occurred and be continuing as of the Availability Period Expiration Date; (C) the representations and warranties made by Seller, ▇▇▇▇▇▇▇ Pledgor and Guarantor in any of the Transaction Documents shall be true and correct in all respects as of the then-current Availability Period Expiration Date, except to the extent that such representations and warranties (a) are made as of a particular date, (b) are no longer true as a result of a change in fact with respect to a Purchased Asset that was consented to in writing by Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer hereunder or (c) are disclosed in a Requested Exceptions Report; (D) Administrative Agent, on behalf of Buyers, Buyer and Seller shall have executed amended Confirmations for the Amortization Period Assets; and (E) Seller all Excess Principal Payments shall have paid to Administrative Agent, on behalf of ▇▇▇▇▇▇, the Amortization Period Fee then due and payable to Buyersbe applied in accordance with Article 5(d). (ii) During the Amortization Period, Seller shall pay Administrative Agent, on behalf of Buyers, the Amortization Period Fee in accordance with the terms and conditions of the Fee Letter. (iii) During the Amortization Period, Administrative Agent, on behalf of Buyers, shall not purchase any new Eligible Assets. If Administrative Agent, on behalf of Buyers, Buyer and Seller have entered into the Amortization Period in accordance with the terms and conditions of this Article 3(m), then (A) subject to Article 3(m)(iii), on the Amortization Period Expiration Date, Seller shall be obligated to repurchase all of the Purchased Assets subject to Transactions and transfer payment of the Repurchase Price for each such Purchased Asset, together with the accrued and unpaid Price Differential and any other amounts due and payable to Buyers Buyer hereunder, against the transfer by Administrative Agent, on behalf of ▇▇▇▇▇▇, Buyer to Seller of each such Purchased Asset, and (B) following the Amortization Period Expiration Date, Administrative Agent, on behalf of Buyers, Buyer shall not be obligated to transfer any Purchased Assets to Seller until payment in full to Buyers Buyer of all amounts due hereunder.

Amortization Period. (i) Provided all of the Amortization Period Conditions are satisfied, Seller shall have the option to extend the Repurchase Date for all outstanding Transactions as of the Availability Period Expiration Date for a period equal to the lesser of (x) the date that all Repurchase Obligations have been paid in full and no Purchased Assets remain subject to Transactions and (y) two (2) years (such period, the “Amortization Period”) from the date of the Availability Period Expiration Date (such date, the “Amortization Period Expiration Date”). For purposes of this Article 3(m)(i), the “Amortization Period Conditions” shall be deemed to have been satisfied if: 45 36 LEGAL_US_E # 160815361.8 (A) Seller shall have given Administrative Agent written notice, not less than sixty (60) days and no more than one hundred twenty (120) days, prior to then-current Availability Period Expiration Date, of Seller’s desire to enter the Amortization Period; (B) no Margin Deficit that has resulted in a Margin Deficit Notice, or Event of Default under this Agreement shall have occurred and be continuing as of the Availability Period Expiration Date; (C) the representations and warranties made by Seller, ▇▇▇▇▇▇▇ Pledgor and Guarantor in any of the Transaction Documents shall be true and correct in all respects as of the then-current Availability Period Expiration Date, except to the extent that such representations and warranties (a) are made as of a particular date, (b) are no longer true as a result of a change in fact with respect to a Purchased Asset that was consented to in writing by Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, hereunder or (c) are disclosed in a Requested Exceptions Report; (D) Administrative Agent, on behalf of Buyers, and Seller shall have executed amended Confirmations for the Amortization Period Assets; and (E) Seller shall have paid to Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, the Amortization Period Fee then due and payable to Buyers. (ii) During the Amortization Period, Seller shall pay Administrative Agent, on behalf of Buyers, the Amortization Period Fee in accordance with the terms and conditions of the Fee Letter. (iii) During the Amortization Period, Administrative Agent, on behalf of Buyers, shall not purchase any new Eligible Assets. If Administrative Agent, on behalf of Buyers, and Seller have entered into the Amortization Period in accordance with the terms and conditions of this Article 3(m), then (A) on the Amortization Period Expiration Date, Seller shall be obligated to repurchase all of the Purchased Assets subject to Transactions and transfer payment of the Repurchase Price for each such Purchased Asset, together with the accrued and unpaid Price Differential and any other amounts due and payable to Buyers hereunder, against the transfer by Administrative Agent, on behalf of ▇▇▇▇▇▇Buyers, to Seller of each such Purchased Asset, and (B) following the Amortization Period Expiration Date, Administrative Agent, on behalf of Buyers, shall not be obligated to transfer any Purchased Assets to Seller until payment in full to Buyers of all amounts due hereunder.