Common use of Conditions Precedent to All Transfers and Reinvestments Clause in Contracts

Conditions Precedent to All Transfers and Reinvestments. Each Incremental Transfer of a Receivable Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Incremental Transfer or Reinvestment: (i) the Servicer shall have delivered to the Co-Agents on or prior to the date of such transfer, in form and substance reasonably satisfactory to each of the Co-Agents, all Settlement Reports or Interim Settlement Reports as and when due under Section 8.5 and (ii) in the event that Transferor is requesting an Incremental Transfer in excess of the amount that would be allowed by the most recently delivered Settlement Report or Interim Settlement Report, as applicable, the Servicer shall have delivered to the Co-Agents at least three (3) days prior to such Incremental Transfer an Interim Settlement Report showing a sufficient Net Pool Balance to support the requested Incremental Transfer; (b) the Amortization Date for the Group for which such Incremental Transfer has been effected shall not have occurred; (c) the Agents shall have received such other approvals, opinions or documents as any of them may reasonably request and (d) on the date of each such Incremental Transfer or Reinvestment and after giving effect thereto, the following statements shall be true (and acceptance of the proceeds of such Incremental Transfer or Reinvestment shall be deemed a representation and warranty by Transferor that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Transfer or Reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Transfer or Reinvestment, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Transfer or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Aggregate Invested Amount does not exceed the Transfer Limit. It is expressly understood that each Reinvestment shall, unless otherwise directed by any Agent or Transferee, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Transferor to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Transferor to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each Co-Agent, which right may be exercised at any time on demand of such Co-Agent, to rescind the related transfer and direct Transferor to pay to the Co-Agents for the benefit of the Transferees in their respective Group's their respective Percentages of the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

Conditions Precedent to All Transfers and Reinvestments. Each Incremental Transfer of a Receivable Interest (including the initial Transfer) and each Reinvestment hereunder shall be subject to the further conditions precedent that (a) in the case of each such Incremental Transfer or Reinvestment: (i) the Servicer shall have delivered to the Co-Agents on or prior to the date of such transfer, in form and substance reasonably satisfactory to each of the Co-Agents, all Settlement Reports or Interim Settlement Reports as and when due under Section 8.5 and (ii) in the event that Transferor is requesting an Incremental Transfer in excess of the amount that would be allowed by the most recently delivered Settlement Report or Interim Settlement Report, as applicable, the Servicer shall have delivered to the Co-Agents at least three (3) days prior to such Incremental Transfer an Interim Settlement Report showing a sufficient Net Pool Balance to support the requested Incremental Transfer; (b) the Amortization Date for the Group for which such Incremental Transfer has been effected shall not have occurred; (c) the Agents shall have received such other approvals, opinions or documents as any of them may reasonably request and (d) on the date of each such Incremental Transfer or Reinvestment and after giving effect thereto, the following statements shall be true (and acceptance the Transferor by accepting the amount of such Transfer or by receiving the proceeds of such Incremental Transfer or Reinvestment shall be deemed a representation and warranty by Transferor that such statements are then trueto have certified that): (ia) the The representations and warranties set forth contained in Section 5.1 Article VI are true and ---------- correct in all material respects on and as of the date of such Incremental Transfer or Reinvestment day as though made on and as of such date;day and shall be deemed to have been made on such day, (iib) no No event has occurred and is continuing, or would result from such Incremental Transfer or Reinvestment, that constitutes a Termination Event or Unmatured Termination Event, (c) In the case of a Reinvestment, the amount of the Reinvestment will constitute an Amortization Eventnot exceed the amount available therefor under Section 3.01, and no event has occurred in ------------ the case of a Transfer, after giving effect thereto, the Transferee's Investment will not exceed the Maximum Investment and is continuingthe Unadjusted Transferee's Percentage will not exceed the Maximum Percentage, or would result from such Incremental Transfer or Reinvestment, that would constitute a Potential Amortization Event; and (iiid) The Commitment Termination Date shall not have occurred; provided, however, the Aggregate Invested Amount absence of the occurrence and continuance of an Unmatured -------- ------- Termination Event shall not be a condition precedent to any Reinvestment or to any Transfer on any day which does not cause the Transferee's Investment, after giving effect to such Transfer, to exceed the Transfer Limit. It is expressly understood that each Reinvestment shall, unless otherwise directed by any Agent or Transferee, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Transferor to satisfy any 's Investment as of the foregoing conditions precedent in respect opening of business on such Reinvestment. The failure of Transferor to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each Co-Agent, which right may be exercised at any time on demand of such Co-Agent, to rescind the related transfer and direct Transferor to pay to the Co-Agents for the benefit of the Transferees in their respective Group's their respective Percentages of the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmentday.

Conditions Precedent to All Transfers and Reinvestments. Each Incremental Transfer of a Receivable Interest (including the initial Transfer) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Incremental Transfer or Reinvestment: (i) the Servicer shall have delivered to the Co-Agents on or prior to the date of such transfer, in form and substance reasonably satisfactory to each of the Co-Agents, all Settlement Reports or Interim Settlement Reports as and when due under Section 8.5 and (ii) in the event that Transferor is requesting an Incremental Transfer in excess of the amount that would be allowed by the most recently delivered Settlement Report or Interim Settlement Report, as applicable, the Servicer shall have delivered to the Co-Agents at least three (3) days prior to such Incremental Transfer an Interim Settlement Report showing a sufficient Net Pool Balance to support the requested Incremental Transfer; (b) the Amortization Date for the Group for which such Incremental Transfer has been effected shall not have occurred; (c) the Agents shall have received such other approvals, opinions or documents as any of them may reasonably request and (d) on the date of each such Incremental Transfer or Reinvestment and after giving effect thereto, the following statements shall be true (and acceptance of Transferor, by accepting the proceeds of such Incremental Transfer or Reinvestment by receiving the proceeds of such Reinvestment, and each other Transaction Party, upon such acceptance or receipt by Transferor, shall be deemed a representation and warranty by Transferor that such statements are then trueto have certified that): (ia) the representations and warranties set forth contained in Section 5.1 6.01 are true and correct in all material respects on and as of the date of such Incremental Transfer or Reinvestment day as though made on and as of such date;day and shall be deemed to have been made on such day, (iib) no event has occurred and is continuing, or would result from such Incremental Transfer or Reinvestment, that will constitute an Amortization constitutes a Liquidation Event or Unmatured Liquidation Event, and no event has occurred and is continuing, or would result from such Incremental , (c) after giving effect to each proposed Transfer or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Aggregate Invested Amount does Transferee's Total Investment will not exceed the Transfer Limit. It is expressly understood that each Reinvestment shallLimit and the Asset Interest will not exceed 100%; (d) the Termination Date shall not have occurred, (e) in the case of a Transfer, unless otherwise directed by any Agent or Transferee, occur automatically on each day that the Servicer Administrator shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Transferor to satisfy any have timely received an appropriate notice of the foregoing conditions precedent proposed Transfer in respect of accordance with Section 1.02(a), and (f) the Administrator shall have received such Reinvestment. The failure of Transferor to satisfy any other documents as it may have reasonably requested in accordance with Section 7.02(k); provided, however, the absence of the foregoing conditions occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent in respect of to any Reinvestment shall give rise or any Transfer on any day which does not cause the Transferee's Total Investment, after giving effect to a right of each Co-Agent, which right may be exercised at any time on demand of such Co-AgentReinvestment or Transfer, to rescind exceed the related transfer and direct Transferor to pay to the Co-Agents for the benefit Transferee's Total Investment as of the Transferees in their respective Group's their respective Percentages opening of the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmentbusiness on such day.

Conditions Precedent to All Transfers and Reinvestments. Each Incremental Transfer of a Receivable Interest (including the initial Transfer) and each Reinvestment hereunder shall be subject to the further conditions precedent that (a) in the case of each such Incremental Transfer or Reinvestment: (i) the Servicer shall have delivered to the Co-Agents on or prior to the date of such transfer, in form and substance reasonably satisfactory to each of the Co-Agents, all Settlement Reports or Interim Settlement Reports as and when due under Section 8.5 and (ii) in the event that Transferor is requesting an Incremental Transfer in excess of the amount that would be allowed by the most recently delivered Settlement Report or Interim Settlement Report, as applicable, the Servicer shall have delivered to the Co-Agents at least three (3) days prior to such Incremental Transfer an Interim Settlement Report showing a sufficient Net Pool Balance to support the requested Incremental Transfer; (b) the Amortization Date for the Group for which such Incremental Transfer has been effected shall not have occurred; (c) the Agents shall have received such other approvals, opinions or documents as any of them may reasonably request and (d) on the date of each such Incremental Transfer or Reinvestment and after giving effect thereto, the following statements shall be true (and acceptance the Transferor by accepting the amount of such Transfer or by receiving the proceeds of such Incremental Transfer or Reinvestment shall be deemed a representation and warranty by Transferor that such statements are then trueto have certified that): (ia) the The representations and warranties set forth contained in Section 5.1 Article ------- VI are true and correct in all material respects on and as of the date of such Incremental Transfer or Reinvestment day as though made on and as of such date;-- day and shall be deemed to have been made on such day, (iib) no No event has occurred and is continuing, or would result from such Incremental Transfer or Reinvestment, that constitutes a Termination Event or Unmatured Termination Event, (c) In the case of a Reinvestment, the amount of the Reinvestment will constitute an Amortization Eventnot exceed the amount available therefor under Section 3.01, and no event has occurred in the case of a Transfer, after giving effect ------------ thereto, the Transferee's Investment will not exceed the Maximum Investment and is continuingthe Unadjusted Transferee's Percentage will not exceed the Maximum Percentage, or would result from such Incremental Transfer or Reinvestment, that would constitute a Potential Amortization Event; and (iiid) The Commitment Termination Date shall not have occurred; provided, however, the Aggregate Invested Amount absence of the occurrence and continuance of an Unmatured ----------------- Termination Event shall not be a condition precedent to any Reinvestment or to any Transfer on any day which does not cause the Transferee's Investment, after giving effect to such Transfer, to exceed the Transfer Limit. It is expressly understood that each Reinvestment shall, unless otherwise directed by any Agent or Transferee, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Transferor to satisfy any 's Investment as of the foregoing conditions precedent in respect opening of business on such Reinvestment. The failure of Transferor to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each Co-Agent, which right may be exercised at any time on demand of such Co-Agent, to rescind the related transfer and direct Transferor to pay to the Co-Agents for the benefit of the Transferees in their respective Group's their respective Percentages of the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestmentday.