Common use of Amount and Terms of the Lending Facility Clause in Contracts

Amount and Terms of the Lending Facility. (a) During the Lending Period, the Lender will make advances (“Advances”) from time to time to the Borrower on the terms and conditions set forth herein. Any Advances made hereunder will be repaid by the Borrower and further Advances may be made on a revolving basis by the Lender to the Borrower, in each case on the terms and conditions set forth herein. Advances will be made during the Lending Period only (i) on Business Days, and (ii) if, after the related Advance, the Lending Facility Balance does not exceed either (A) the Lending Facility Amount or (B) the Borrowing Base. (b) The Administrative Agent will record on its books the Lending Facility Balance from time to time based solely on the reports provided by the Servicer pursuant to the Basic Servicing Agreement and taking into account any reduction in the Lending Facility Balance due to the issuance of Exchange Notes in accordance with the terms set forth herein. The failure of the Administrative Agent to make, or any error in making, any such recordation will not affect the obligations of the Borrower with respect to the Lending Facility or the Advances. (c) The proceeds of each Advance will be used by the Borrower to purchase from a Dealer one or more Leased Vehicles and/or Lease Agreements. Each such Leased Vehicle and/or Lease Agreement will be maintained as Collateral pursuant to this Agreement. (d) The Lender shall make Advances to the Borrower in the amounts required to pay to the relevant Dealers the purchase price for (i) Leased Vehicles or (ii) Lease Agreements that the Servicer has caused such Dealers to assign, or originate on behalf of, the Borrower from time to time pursuant to the related Dealer Agreements. Notwithstanding the foregoing, with respect to the purchase of Replacement Vehicles pursuant to any Like Kind Exchange, (i) the amount of such Advances will be reduced by the amount received by the Qualified Intermediary pursuant to Section 2.11 of the Basic Servicing Agreement that is used to fund such purchase, and (ii) under the instruction and with the assistance of the Servicer, the Qualified Intermediary will use such amounts to pay the relevant Dealers the purchase price for the Replacement Vehicles that the Servicer has caused the Dealers to assign to the Borrower. The Borrower shall apply the proceeds of Advances to pay the purchase prices of the Leased Vehicles to the related Dealers. Except in connection with the purchase of Replacement Vehicles pursuant to any Like Kind Exchange, in lieu of making Advances directly to the Borrower and having the Borrower pay the Dealers, the Lender may, on behalf of the Borrower, pay or cause to be paid the amounts of such Advances directly to the Dealers to whom payment is due. For the purpose of purchasing Replacement Vehicles pursuant to any Like Kind Exchange, in lieu of paying the Advances to the Borrower and having the Borrower transfer such amounts to the Qualified Intermediary, the Lender, on behalf of the Borrower, may transfer or cause to be transferred the amount of such Advances directly to the Qualified Intermediary. (e) Repayment of the Lending Facility Balance will be made on each Payment Date in the manner and in the amount set forth in Section 10.2. If on any Payment Date the Borrowing Base as of the start of business on the first (1st) day of the related Collection Period exceeds the Borrowing Base as of the close of business on the last day of the related Collection Period then the amount of such excess (the “Lending Facility Principal Payment Amount”) shall be due and payable on such Payment Date. The entire outstanding Lending Facility Balance will become due and payable on the Lending Facility Termination Date. The Lender, from time to time, may adjust the Advance Rate by providing notice to the Borrower and the Servicer of the new Advance Rate, determined by the Lender in its sole discretion. Such new Advance Rate shall be effective as of the start of business on the first (1st) day of the Collection Period in which such notice is received by the Borrower and the Servicer. (f) The Lender, in its sole discretion, may terminate the Lending Period upon not less than thirty (30) Business Days’ prior written notice to the Borrower and the Administrative Agent. The Borrower may terminate the Lending Period upon not less than thirty (30) Business Days’ prior written notice to the Lender and the Administrative Agent. At the request of the Borrower, the Lender, in its sole discretion, may extend the Lending Facility Termination Date by notifying the Borrower of the new Lending Facility Termination Date. If no such notice is received by the Borrower by the close of business on the tenth (10th) calendar day prior to the then-current Lending Facility Termination Date, the Lender will be deemed to have declined the request of the Borrower to extend the Lending Facility Termination Date and the Lending Facility Termination Date will remain unchanged. (g) At the request of the Borrower, the Lender, in its sole discretion, may increase the Lending Facility Amount by notifying the Borrower and the Administrative Agent of the new Lending Facility Amount. The Lender, in its sole discretion, may reduce the Lending Facility Amount upon not less than thirty (30) Business Days’ prior written notice to the Borrower and the Administrative Agent and the Borrower, in its sole discretion, may reduce the Lending Facility Amount upon not less than thirty (30) days’ prior written notice to the Lender and the Administrative Agent; provided, that in either case the Lending Facility Amount may not be reduced to an amount that is less than the Lending Facility Balance as of the date on which the related notice is provided.

Amount and Terms of the Lending Facility. (a) During the Lending Period, the Lender will make advances (“Advances”) from time to time to the Borrower on the terms and conditions set forth herein. Any Advances made hereunder will be repaid by the Borrower and further Advances may be made on a revolving basis by the Lender to the Borrower, in each case on the terms and conditions set forth herein. Advances will be made during the Lending Period only (i) on Business Days, and (ii) if, after the related Advance, the Lending Facility Balance does not exceed either (A) the Lending Facility Amount or (B) the Borrowing Base. (b) The Administrative Agent will record on its books the Lending Facility Balance from time to time based solely on the reports provided by the Servicer pursuant to the Basic Servicing Agreement and taking into account any reduction in the Lending Facility Balance due to the issuance of Exchange Notes in accordance with the terms set forth herein. The failure of the Administrative Agent to make, or any error in making, any such recordation will not affect the obligations of the Borrower with respect to the Lending Facility or the Advances. (c) The proceeds of each Advance will be used by the Borrower to purchase from a Dealer one or more Lease Agreements and the related Leased Vehicles and/or Lease AgreementsVehicles. Each such Lease Agreement and Leased Vehicle and/or Lease Agreement will be maintained as Collateral pursuant to this Agreement. (d) The Lender shall make Advances to the Borrower in the amounts required to pay to the relevant Dealers the purchase price for (i) Lease Agreements and Leased Vehicles or (ii) Lease Agreements that the Servicer has caused such Dealers to assign, or originate on behalf of, the Borrower from time to time pursuant to the related Dealer Agreements. Notwithstanding the foregoing, with respect to the purchase of Replacement Vehicles pursuant to any Like Kind Exchange, (i) the amount of such Advances will be reduced by the amount received by the Qualified Intermediary pursuant to Section 2.11 of the Basic Servicing Agreement that is used to fund such purchase, and (ii) under the instruction and with the assistance of the Servicer, the Qualified Intermediary will use such amounts to pay the relevant Dealers the purchase price for the Replacement Vehicles that the Servicer has caused the Dealers to assign to the Borrower. The Borrower shall apply the proceeds of Advances to pay the purchase prices of the Leased Vehicles to the related Dealers. Except in connection with the purchase of Replacement Vehicles pursuant to any Like Kind Exchange, in lieu of making Advances directly to the Borrower and having the Borrower pay the Dealers, the Lender may, on behalf of the Borrower, pay or cause to be paid the amounts of such Advances directly to the Dealers to whom payment is due. For the purpose of purchasing Replacement Vehicles pursuant to any Like Kind Exchange, in lieu of paying the Advances to the Borrower and having the Borrower transfer such amounts to the Qualified Intermediary, the Lender, on behalf of the Borrower, may transfer or cause to be transferred the amount of such Advances directly to the Qualified Intermediary. (e) Repayment of the Lending Facility Balance will be made on each Payment Date in the manner and in the amount set forth in Section 10.2. If on any Payment Date the Borrowing Base as of the start of business on the first (1st) day of the related Collection Period exceeds the Borrowing Base as of the close of business on the last day of the related Collection Period then the amount of such excess (the “Lending Facility Principal Payment Amount”) shall be due and payable on such Payment Date. The entire outstanding Lending Facility Balance will become due and payable on the Lending Facility Termination Date. The Lender, from time to time, may adjust the Advance Rate by providing notice to the Borrower and the Servicer of the new Advance Rate, determined by the Lender in its sole discretion. Such new Advance Rate shall be effective as of the start of business on the first (1st) day of the Collection Period in which such notice is received by the Borrower and the Servicer. (f) The Lender, in its sole discretion, may terminate the Lending Period upon not less than thirty (30) Business Days’ prior written notice to the Borrower and the Administrative Agent. The Borrower may terminate the Lending Period upon not less than thirty (30) Business Days’ prior written notice to the Lender and the Administrative Agent. At the request of the Borrower, the Lender, in its sole discretion, may extend the Lending Facility Termination Date by notifying the Borrower of the new Lending Facility Termination Date. If no such notice is received by the Borrower by the close of business on the tenth (10th) calendar day prior to the then-current Lending Facility Termination Date, the Lender will be deemed to have declined the request of the Borrower to extend the Lending Facility Termination Date and the Lending Facility Termination Date will remain unchanged. (g) At the request of the Borrower, the Lender, in its sole discretion, may increase the Lending Facility Amount by notifying the Borrower and the Administrative Agent of the new Lending Facility Amount. The Lender, in its sole discretion, may reduce the Lending Facility Amount upon not less than thirty (30) Business Days’ prior written notice to the Borrower and the Administrative Agent and the Borrower, in its sole discretion, may reduce the Lending Facility Amount upon not less than thirty (30) days’ prior written notice to the Lender and the Administrative Agent; provided, that in either case the Lending Facility Amount may not be reduced to an amount that is less than the Lending Facility Balance as of the date on which the related notice is provided.