Common use of Conditions Precedent to All Advances and Swingline Advances Clause in Contracts

Conditions Precedent to All Advances and Swingline Advances. Each Advance or Swingline Advance to the Seller by the applicable Purchaser (each, a “Transaction”) shall be subject to the further conditions precedent that: (i) With respect to any Advance (including the Initial Advance) or Swingline Advance, the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee), (x) in the case of an Advance, no later than 2:00 p.m. (Charlotte, North Carolina time), one Business Day prior to the related Funding Date, and (y) in the case of a Swingline Advance, no later than 12:00 p.m. (Charlotte, North Carolina time) on the related Funding Date, in a form and substance satisfactory to the Administrative Agent and each Purchaser Agent, a Borrowing Notice (Exhibit A-1 or A-1-S, as applicable), Borrowing Base Certificate, (Exhibit A-4) Asset List and Servicing Report, if applicable, and containing such additional information as may be reasonably requested by the Administrative Agent and each Purchaser Agent, (ii) with respect to any reinvestment of Principal Collections permitted by Section 2.10(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee) no later than 1:00 p.m. (Charlotte, North Carolina time) on the day of any such reinvestment a Borrowing Notice (Exhibit A-2) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller and (iii) with respect to any reduction in Advances Outstanding pursuant to Section 2.5(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee) no later than 5:00 p.m. (Charlotte, North Carolina time) on the Business Day prior to any such reduction a Borrowing Notice (Exhibit A-3) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller; (b) On the date of such Transaction the following statements shall be true and the Seller shall be deemed to have certified that: (i) The representations and warranties contained in Section 4.1, Section 4.2 and Section 4.3 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day; (ii) No event has occurred and is continuing, or would result from such Transaction, that constitutes a Termination Event or Unmatured Termination Event; (iii) On and as of such day, after giving effect to such Transaction, the Advances Outstanding shall not exceed the lesser of (x) the Facility Amount and (y) the Maximum Availability, and, if such Transaction involves a Swingline Advance, the aggregate amount of Swingline Advances outstanding does not exceed $25,000,000; (iv) On and as of such day, the Seller and the Servicer each has performed all of the covenants and agreements contained in this Agreement to be performed by such person at or prior to such day; (v) No Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance, incremental Advance or Swingline Advance by the Purchaser or the Swingline Purchaser in accordance with the provisions hereof, the reduction of Advances Outstanding, the reinvestment of Principal Collections or any other transaction contemplated herein; (c) The Seller shall cause any assignment or Transfer Document for any Loan to be in the possession of the Trustee within two Business Days after any related Funding Date and all other Required Loan Documents (including any UCCs included in the Required Loan Documents) to be in the possession of the Trustee within the earlier of two Business Days after the date specified for delivery of such Required Loan Documents to the Originator or the Seller, as applicable, in the Underlying Instruments or seven Business Days after any related Funding Date as to any Additional Assets; (d) The Seller shall not have requested the Termination Date to occur; (e) The Facility Termination Date shall not have occurred; (f) On the date of such Transaction, the Administrative Agent and each Purchaser Agent shall have received such other approvals, opinions or documents as the Administrative Agent and each Purchaser Agent may reasonably require; (g) The Administrative Agent shall have received from the Seller all hedging confirms relating thereto, if any are then required hereunder; (h) The Seller and Servicer shall have delivered (or caused to be delivered) to the Trustee, the Administrative Agent and each Purchaser Agent, as applicable, all reports required to be delivered as of the date of such Transaction including, without limitation, all deliveries required by Section 2.2 or 2.3, as applicable; (i) The Seller shall have paid all fees required to be paid, including all fees required hereunder and under the VFCC Fee Letter and any additional Purchaser Agent Fee Letter and shall have reimbursed the Purchasers, the Administrative Agent and each Purchaser Agent for all reasonable fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Purchasers, the Administrative Agent and each Purchaser Agent; (j) In the case of each Swingline Advance, the Administrative Agent shall have consented to such Swingline Advance; and (k) The Seller shall have delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate (which may be part of the Borrowing Notice) in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent certifying that each of the foregoing conditions precedent has been satisfied or, with respect to Section 3.2(c), will be satisfied as required thereby. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Advance or Swingline Advance shall give rise to a right of the Administrative Agent and the applicable Purchaser Agent (or, in the case of a Swingline Advance, the Administrative Agent), which right may be exercised at any time on the demand of the applicable Purchaser Agent (or, in the case of a Swingline Advance, the Administrative Agent), to rescind the related Advance or Swingline Advance and direct the Seller to pay to the Administrative Agent for the benefit of the applicable Purchaser or Swingline Purchaser an amount equal to the Advances or Swingline Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to All Advances and Swingline Advances. Each Advance or Swingline Advance to the Seller by the applicable Purchaser (each, a “Transaction”) shall be subject to the further conditions precedent that: (i) With respect to any Advance (including the Initial Advance) or Swingline Advance, the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the TrusteeCollateral Custodian and the Backup Servicer), (x) in the case of an Advance, no later than 2:00 p.m. (Charlotte, North Carolina time), one Business Day prior to the related Funding Date, and (y) in the case of a Swingline Advance, no later than 12:00 2:00 p.m. (Charlotte, North Carolina time) on the related Funding Date, in a form and substance satisfactory to the Administrative Agent and each Purchaser Agent, (1) a Borrowing Notice (Exhibit A-1 or A-1-S, as applicable), Borrowing Base Certificate, Certificate (Exhibit A-4) A-3), Asset List and Servicing Monthly Report, if applicable, and (2) a Certificate of Assignment (Exhibit A to the Sale Agreement including Schedule I, thereto) and containing such additional information as may be reasonably requested by the Administrative Agent and each Purchaser Agent, and (ii) with respect to any reduction in Advances Outstanding pursuant to Section 2.4(b) or any reinvestment of Principal Collections permitted by Section 2.10(b2.9(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the TrusteeBackup Servicer) at least one Business Day prior to any reduction of Advances Outstanding or same day notice no later than 1:00 2:00 p.m. (Charlotte, North Carolina time) on the such day for any reinvestment of any such reinvestment Principal Collections a Borrowing Notice (Exhibit A-2) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller and (iii) with respect to any reduction in Advances Outstanding pursuant to Section 2.5(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee) no later than 5:00 p.m. (Charlotte, North Carolina time) on the Business Day prior to any such reduction a Borrowing Notice (Exhibit A-3) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller; (b) On the date of such Transaction the following statements shall be true true, and the Seller shall be deemed to have certified that: (i) The representations and warranties contained in Section 4.1, Section 4.2 and Section 4.3 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day; (ii) No event has occurred and is continuing, or would result from such Transaction, that constitutes a Termination Event or Unmatured Termination Event; (iii) On and as of such day, after giving effect to such Transaction, the Advances Outstanding shall not exceed the lesser of (x) the Facility Amount and (y) the Maximum Availability, and, if such Transaction involves a Swingline Advance, the aggregate amount of Swingline Advances outstanding does not exceed $25,000,0000; (iv) On and as of such day, the Seller and the Servicer each has performed all of the covenants and agreements contained in this Agreement to be performed by such person at or prior to such day;; and (v) No Applicable Law law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance, incremental Advance or Swingline Advance by the Purchaser or the Swingline Purchaser in accordance with the provisions hereof, the reduction of Advances Outstanding, the reinvestment of Principal Collections or any other transaction contemplated herein; (c) The Seller shall cause any assignment or Transfer Document for any Loan to be in the possession of the Trustee within two Business Days after any related Funding Date and all other Required Loan Documents (including any UCCs included in the Required Loan Documents) to be in the possession of the Trustee within the earlier of two Business Days after the date specified for delivery of such Required Loan Documents to the Originator or the Seller, as applicable, in the Underlying Instruments or seven Business Days after any related Funding Date as to any Additional Assets; (d) The Seller shall not have requested the Termination Date to occur; (e) The Facility Termination Date shall not have occurred; (f) On the date of such Transaction, the Administrative Agent and each Purchaser Agent shall have received such other approvals, opinions or documents as the Administrative Agent and each Purchaser Agent may reasonably require; (g) The Administrative Agent shall have received from the Seller all hedging confirms relating thereto, if any are then required hereunder; (h) The Seller and Servicer shall have delivered (or caused to be delivered) to the Trustee, the Administrative Agent and each Purchaser Agent, as applicable, all reports required to be delivered as of the date of such Transaction including, without limitation, all deliveries required by Section 2.2 or 2.3, as applicable; (i) The Seller shall have paid all fees required to be paid, including all fees required hereunder and under the VFCC Fee Letter and any additional Purchaser Agent Fee Letter and shall have reimbursed the Purchasers, the Administrative Agent and each Purchaser Agent for all reasonable fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Purchasers, the Administrative Agent and each Purchaser Agent; (j) In the case of each Swingline Advance, the Administrative Agent shall have consented to such Swingline Advance; and (k) The Seller shall have delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate Collateral Custodian (which may be part of the Borrowing Notice) in form and substance reasonably satisfactory with a copy to the Administrative Agent Backup Servicer and each Purchaser Agent certifying that each of the foregoing conditions precedent has been satisfied or, with respect to Section 3.2(c), will be satisfied as required thereby. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Advance or Swingline Advance shall give rise to a right of the Administrative Agent and the applicable Purchaser Agent Agent) (or, i) in the case of a Swingline an Advance, the Administrative Agent), which right may be exercised at any time on the demand of the applicable Purchaser Agent (or, in the case of a Swingline Advance, the Administrative Agent), to rescind the related Advance or Swingline Advance and direct the Seller to pay to the Administrative Agent for the benefit of the applicable Purchaser or Swingline Purchaser an amount equal to the Advances or Swingline Advances made during any such time that any of the foregoing conditions precedent were not satisfied.no later than 2:00

Conditions Precedent to All Advances and Swingline Advances. Each Advance or Swingline Advance to the Seller by the applicable Purchaser (each, a “Transaction”) shall be subject to the further conditions precedent that: (i) With respect to any Advance (including the Initial Advance) or Swingline Advance, the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the TrusteeCollateral Custodian and the Backup Servicer), (x) in the case of an Advance, no later than 2:00 p.m. (Charlotte, North Carolina time), one Business Day prior to the related Funding Date, and (y) in the case of a Swingline Advance, no later than 12:00 2:00 p.m. (Charlotte, North Carolina time) on the related Funding Date, in a form and substance satisfactory to the Administrative Agent and each Purchaser Agent, (1) a Borrowing Notice (Exhibit A-1 or A-1-S, as applicable), Borrowing Base Certificate, Certificate (Exhibit A-4) A-3), Asset List and Servicing Monthly Report, if applicable, and (2) a Certificate of Assignment (Exhibit A to the Sale Agreement including Schedule I, thereto) and containing such additional information as may be reasonably requested by the Administrative Agent and each Purchaser Agent, and (ii) with respect to any reduction in Advances Outstanding pursuant to Section 2.4(b) or any reinvestment of Principal Collections permitted by Section 2.10(b2.9(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the TrusteeBackup Servicer) at least one Business Day prior to any reduction of Advances Outstanding or same day notice no later than 1:00 2:00 p.m. (Charlotte, North Carolina time) on the such day for any reinvestment of any such reinvestment Principal Collections a Borrowing Notice (Exhibit A-2) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller and (iii) with respect to any reduction in Advances Outstanding pursuant to Section 2.5(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee) no later than 5:00 p.m. (Charlotte, North Carolina time) on the Business Day prior to any such reduction a Borrowing Notice (Exhibit A-3) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller; (b) On the date of such Transaction the following statements shall be true true, and the Seller shall be deemed to have certified that: (i) The representations and warranties contained in Section 4.1, Section 4.2 and Section 4.3 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day; (ii) No event has occurred and is continuing, or would result from such Transaction, that constitutes a Termination Event or Unmatured Termination Event; (iii) On and as of such day, after giving effect to such Transaction, the Advances Outstanding shall not exceed the lesser of (x) the Facility Amount and (y) the Maximum Availability, and, if such Transaction involves a Swingline Advance, the aggregate amount of Swingline Advances outstanding does not exceed $25,000,00050,000,000; (iv) After giving effect to such Advance or Swingline Advance, reduction of Advances Outstanding or reinvestment of Principal Collections, there is not and will be no deficiency in the Minimum Overcollateralization Amount; (v) On and as of such day, the Seller and the Servicer each has performed all of the covenants and agreements contained in this Agreement to be performed by such person at or prior to such day;; and (vvi) No Applicable Law law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance, incremental Advance or Swingline Advance by the Purchaser or the Swingline Purchaser in accordance with the provisions hereof, the reduction of Advances Outstanding, the reinvestment of Principal Collections or any other transaction contemplated herein; (c) The Seller shall cause have delivered to the Collateral Custodian (with a copy to the Backup Servicer and the Administrative Agent) (i) in the case of an Advance, no later than 2:00 p.m. (Charlotte, North Carolina time) one Business Day prior to any assignment Funding Date, and (ii) in the case of a Swingline Advance, no later than 2:00 p.m. (Charlotte, North Carolina time) on the related Funding Date, a faxed copy of the duly executed original promissory notes, master purchase agreement and purchase statements or Transfer Document a copy of the Loan Register, as applicable, for the Loans or duly executed Lease Contracts, as applicable, and, if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit M) from the counsel to be in the Originator or the Obligor of such Assets certifying the possession of the Trustee within two Business Days after any related Funding Date and all other Required Loan Asset Documents, provided, however, notwithstanding the foregoing, the Required Asset Documents (including any UCCs included in the Required Loan Asset Documents) to shall be in the possession of the Trustee Collateral Custodian within the earlier of two Business Days after the date specified for delivery of such Required Loan Documents to the Originator or the Seller, as applicable, in the Underlying Instruments or seven Business Days after any related Funding Date as to any Additional Assets; (d) The Seller shall not have requested the Termination Date to occur; (e) The Facility Termination Date shall not have occurred; (f) On the date of such Transaction, the Administrative Agent and each Purchaser Agent shall have received such other approvals, opinions or documents as the Administrative Agent and each Purchaser Agent may reasonably require; (g) The Administrative Agent shall have received from the Seller all hedging confirms relating thereto, if any are then required hereunder; (h) The Seller and Servicer shall have delivered (or caused to be delivered) to the Trustee, the Administrative Agent and each Purchaser Agent, as applicable, all reports required to be delivered as of the date of such Transaction including, without limitation, all deliveries required by Section 2.2 or 2.3, as applicable; (i) The Seller shall have paid all fees required to be paid, including all fees required hereunder and under the VFCC Fee Letter and any additional Purchaser Agent Fee Letter and shall have reimbursed the Purchasers, the Administrative Agent and each Purchaser Agent for all reasonable fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Purchasers, the Administrative Agent and each Purchaser Agent; (j) In the case of each Swingline Advance, the Administrative Agent shall have consented to such Swingline Advance; and (k) The Seller shall have delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate (which may be part of the Borrowing Notice) in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent certifying that each of the foregoing conditions precedent has been satisfied or, with respect to Section 3.2(c), will be satisfied as required thereby. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Advance or Swingline Advance shall give rise to a right of the Administrative Agent and the applicable Purchaser Agent (or, in the case of a Swingline Advance, the Administrative Agent), which right may be exercised at any time on the demand of the applicable Purchaser Agent (or, in the case of a Swingline Advance, the Administrative Agent), to rescind the related Advance or Swingline Advance and direct the Seller to pay to the Administrative Agent for the benefit of the applicable Purchaser or Swingline Purchaser an amount equal to the Advances or Swingline Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to All Advances and Swingline Advances. Each Advance or Swingline Advance to the Seller by the applicable Purchaser (each, a “Transaction”) shall be subject to the further conditions precedent that: (i) With respect to any Advance (including the Initial Advance) or Swingline Advance, the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee), (x) in the case of an Advance, no later than 2:00 p.m. (Charlotte, North Carolina time), one Business Day prior to the related Funding Date, and (y) in the case of a Swingline Advance, no later than 12:00 2:00 p.m. (Charlotte, North Carolina time) on the related Funding Date, in a form and substance satisfactory to the Administrative Agent and each Purchaser Agent, a Borrowing Notice (Exhibit A-1 or A-1-S, as applicable), Borrowing Base Certificate, Certificate (Exhibit A-4) ), Asset List and Servicing Report, if applicable, and containing such additional information as may be reasonably requested by the Administrative Agent and each Purchaser Agent, (ii) with respect to any reinvestment of Principal Collections permitted by Section 2.10(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee) no later than 1:00 p.m. (Charlotte, North Carolina time) on the day of any such reinvestment a Borrowing Notice (Exhibit A-2) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller and (iii) with respect to any reduction in Advances Outstanding pursuant to Section 2.5(b), the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent (with a copy to the Trustee) no later than 5:00 p.m. (Charlotte, North Carolina time) on the Business Day prior to any such reduction a Borrowing Notice (Exhibit A-3) and a Borrowing Base Certificate (Exhibit A-4) executed by the Servicer and the Seller; (b) On the date of such Transaction the following statements shall be true and the Seller shall be deemed to have certified that: (i) The representations and warranties contained in Section 4.1, Section 4.2 and Section 4.3 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day; (ii) No event has occurred and is continuing, or would result from such Transaction, that constitutes a Termination Event or Unmatured Termination Event; (iii) On and as of such day, after giving effect to such Transaction, the Advances Outstanding shall not exceed the lesser of (x) the Facility Amount and (y) the Maximum Availability, and, if such Transaction involves a Swingline Advance, the aggregate amount of Swingline Advances outstanding does not exceed the lesser of (i) $25,000,00025,000,000 and (ii) the Swingline Maximum Availability; (iv) On and as of such day, the Seller and the Servicer each has performed all of the covenants and agreements contained in this Agreement to be performed by such person at or prior to such day; (v) No Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance, incremental Advance or Swingline Advance by the Purchaser or the Swingline Purchaser in accordance with the provisions hereof, the reduction of Advances Outstanding, the reinvestment of Principal Collections or any other transaction contemplated herein; (c) The Seller shall cause any assignment or Transfer Document for any Loan to be in the possession of the Trustee within two Business Days after any related Funding Date and all other Required Loan Documents (including any UCCs included in the Required Loan Documents) to be in the possession of the Trustee within the earlier of two Business Days after the date specified for delivery of such Required Loan Documents to the Originator or the Seller, as applicable, in the Underlying Instruments or seven Business Days after any related Funding Date as to any Additional Assets; (d) The Seller shall not have requested the Termination Date to occur; (e) The Facility Termination Date shall not have occurred; (f) On the date of such Transaction, the Administrative Agent and each Purchaser Agent shall have received such other approvals, opinions or documents as the Administrative Agent and each Purchaser Agent may reasonably require; (g) The Administrative Agent shall have received from the Seller all hedging confirms relating thereto, if any are then required hereunder; (h) The Seller and Servicer shall have delivered (or caused to be delivered) to the Trustee, the Administrative Agent and each Purchaser Agent, as applicable, all reports required to be delivered as of the date of such Transaction including, without limitation, all deliveries required by Section 2.2 or 2.3, as applicable; (i) The Seller shall have paid all fees required to be paid, including all fees required hereunder and under the VFCC Fee Letter and any additional Purchaser Agent Fee Letter and shall have reimbursed the Purchasers, the Administrative Agent and each Purchaser Agent for all reasonable fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Purchasers, the Administrative Agent and each Purchaser Agent; (j) In the case of each Swingline Advance, the Administrative Agent shall have consented to such Swingline Advance; and (k) The Seller shall have delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate (which may be part of the Borrowing Notice) in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent certifying that each of the foregoing conditions precedent has been satisfied or, with respect to Section 3.2(c), will be satisfied as required thereby. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Advance or Swingline Advance shall give rise to a right of the Administrative Agent and the applicable Purchaser Agent (or, in the case of a Swingline Advance, the Administrative Agent), which right may be exercised at any time on the demand of the applicable Purchaser Agent (or, in the case of a Swingline Advance, the Administrative Agent), to rescind the related Advance or Swingline Advance and direct the Seller to pay to the Administrative Agent for the benefit of the applicable Purchaser or Swingline Purchaser an amount equal to the Advances or Swingline Advances made during any such time that any of the foregoing conditions precedent were not satisfied.