Common use of Conditions to Transfers of Loans Clause in Contracts

Conditions to Transfers of Loans. On the Closing Date and on any Business Day during the Revolving Period, the Depositor may convey Loans to the Issuer (each such conveyance, a “Transfer”). Any Transfer (including any Transfer made on the Closing Date) shall be subject to the following conditions: (a) At least two Business Days prior to the proposed Transfer Date, the Servicer shall give notice to the Initial Noteholder and the Indenture Trustee (with a copy to the Collateral Custodian and the Backup Servicer) of such proposed Transfer Date and provide an estimate of the number of Loans and aggregate Outstanding Loan Balance of such Loans proposed to be conveyed to the Issuer on such Transfer Date. (b) On the Business Day prior to the proposed Transfer Date, the Issuer shall deliver to the Initial Noteholder and the Indenture Trustee (with a copy to the Collateral Custodian and the Backup Servicer) a final Loan Schedule setting forth the Loans proposed to be transferred on such Transfer Date. (c) On the applicable Transfer Date, the Issuer shall deliver to the Initial Noteholder and the Indenture Trustee (with a copy to the Collateral Custodian and the Backup Servicer) a fully-executed S&SA Assignment and a final Loan Schedule setting forth the Loans Transferred on such Transfer Date. (d) If the Issuer will consummate a Borrowing on such Date in connection with the applicable Transfer, the conditions precedent to such Borrowing set forth in Section 2.07 hereof and Section 3.01 of the Note Purchase Agreement shall be satisfied. (e) As of the applicable Transfer Date, neither the Originator nor the Depositor shall have reason to believe that its insolvency is imminent. (f) The Depositor shall have taken any action reasonably requested by the Indenture Trustee, the Issuer or the Initial Noteholder required to maintain or evidence the ownership interest of the Issuer in the Purchased Assets and the security interest of the Indenture Trustee in the Collateral. (g) Neither the Termination Date nor the Amortization Date shall have occurred. (h) Each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans made on the Closing Date shall be true and correct as of the applicable Transfer Date, with the same effect as if then made, and each of the Depositor and the Originator shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date; provided that, if any representation or warranty made by the Originator pursuant to Section 3.03 shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer shall only be relieved of its obligation to purchase such Loan affected by such breach and, assuming satisfaction or waiver of the other conditions set forth in this clause (h), the Issuer shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach.

Conditions to Transfers of Loans. On the Closing Date and on any Business Day during prior to the Revolving PeriodMaturity Date, the Depositor Originator may convey Loans to the Issuer Borrower (each such conveyance, a “Transfer”). Any Transfer (including any Transfer made on the Closing Date) shall be subject to the following conditions: (a) At least two Business Days prior to the proposed Transfer Date, the Servicer shall give notice to the Initial Noteholder and the Indenture Trustee Agent (with a copy to the Collateral Custodian Custodian, if one has been appointed, and to the Backup Servicer) of such proposed Transfer Date and provide an estimate of the number of Loans and aggregate Outstanding Loan Balance of such Loans proposed to be conveyed to the Issuer Borrower on such Transfer Date. (b) On the Business Day prior to the proposed Transfer Date, the Issuer Borrower shall deliver to the Initial Noteholder and the Indenture Trustee Agent (with a copy to the Collateral Custodian Custodian, if one has been appointed, and to the Backup Servicer) a final Loan Schedule setting forth the Loans proposed to be transferred on such Transfer Date. (c) On the applicable Transfer Date, the Issuer Borrower shall deliver to the Initial Noteholder and the Indenture Trustee Agent (with a copy to the Collateral Custodian Custodian, if one has been appointed, and to the Backup Servicer) a fully-executed S&SA Assignment and a final Loan Schedule setting forth the Loans Transferred on such Transfer Date. (d) If the Issuer Borrower will consummate a Borrowing on such Transfer Date in connection with the applicable Transfer, the conditions precedent to such Borrowing set forth in Section 2.07 hereof and Section 3.01 Sections 3.01, 3.02, and 3.03 of the Note Purchase Loan Agreement shall be satisfied. (e) As of the applicable Transfer Date, neither the Originator nor the Depositor Borrower shall have reason to believe that its insolvency is imminent. (f) The Depositor Originator shall have taken any action reasonably requested by the Indenture Trustee, the Issuer Agent or the Initial Noteholder Borrower required to maintain or evidence the ownership interest of the Issuer Borrower in the Purchased Assets and the security interest of the Indenture Trustee Agent in the Collateral. (g) Neither the Termination Date nor the Amortization Date shall have occurred. (h) Each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans made on the Closing Date shall be true and correct as of the applicable Transfer Date, with the same effect as if then made, and each of the Depositor Borrower and the Originator shall have performed all obligations to be performed by it under the Basic Loan Documents on or prior to such Transfer Date; provided that, if any representation or warranty made by the Originator pursuant to Section 3.03 shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer Borrower shall only be relieved of its obligation to purchase such Loan affected by such breach and, assuming satisfaction or waiver of the other conditions set forth in this clause (hg), the Issuer Borrower shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach.

Conditions to Transfers of Loans. On the Closing Date and on any Business Day during prior to the Revolving PeriodMaturity Date, the Depositor Originator may convey Loans to the Issuer Borrower (each such conveyance, a “Transfer”). Any Transfer (including any Transfer made on the Closing Date) shall be subject to the following conditions: (a) At least two Business Days prior to the proposed Transfer Date, the Servicer shall give notice to the Initial Noteholder and the Indenture Trustee Agent (with a copy to the Collateral Custodian and the Backup ServicerCustodian, if one has been appointed) of such proposed Transfer Date and provide an estimate of the number of Loans and aggregate Outstanding Loan Balance of such Loans proposed to be conveyed to the Issuer Borrower on such Transfer Date. (b) On the Business Day prior to the proposed Transfer Date, the Issuer Borrower shall deliver to the Initial Noteholder and the Indenture Trustee Agent (with a copy to the Collateral Custodian and the Backup ServicerCustodian, if one has been appointed) a final Loan Schedule setting forth the Loans proposed to be transferred on such Transfer Date. (c) On the applicable Transfer Date, the Issuer Borrower shall deliver to the Initial Noteholder and the Indenture Trustee Agent (with a copy to the Collateral Custodian and the Backup ServicerCustodian, if one has been appointed) a fully-executed S&SA Assignment and a final Loan Schedule setting forth the Loans Transferred on such Transfer Date. (d) If the Issuer Borrower will consummate a Borrowing on such Transfer Date in connection with the applicable Transfer, the conditions precedent to such Borrowing set forth in Section 2.07 hereof and Section 3.01 3.03 of the Note Purchase Loan Agreement shall be satisfied. (e) As of the applicable Transfer Date, neither the Originator nor the Depositor Borrower shall have reason to believe that its insolvency is imminent. (f) The Depositor Originator shall have taken any action reasonably requested by the Indenture Trustee, the Issuer Agent or the Initial Noteholder Borrower required to maintain or evidence the ownership interest of the Issuer Borrower in the Purchased Assets and the security interest of the Indenture Trustee Agent in the Collateral. (g) Neither the Termination Date nor the Amortization Date shall have occurred. (h) Each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans made on the Closing Date shall be true and correct as of the applicable Transfer Date, with the same effect as if then made, and each of the Depositor Borrower and the Originator shall have performed all obligations to be performed by it under the Basic Loan Documents on or prior to such Transfer Date; provided that, if any representation or warranty made by the Originator pursuant to Section 3.03 shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer Borrower shall only be relieved of its obligation to purchase such Loan affected by such breach and, assuming satisfaction or waiver of the other conditions set forth in this clause (hg), the Issuer Borrower shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach.

Conditions to Transfers of Loans. On the Closing Date and on any Business Day during the Revolving Period, the Depositor may convey Loans to the Issuer (each such conveyance, a “"Transfer”"). Any Transfer (including any Transfer made on the Closing Date) shall be subject to the following conditions: (a) At least two Business Days prior to the proposed Transfer Date, the Servicer shall give notice to the Initial Noteholder Noteholders and the Indenture Trustee (with a copy to the Collateral Custodian and the Backup Servicer) of such proposed Transfer Date and provide an estimate of the number of Loans and aggregate Outstanding Loan Balance of such Loans proposed to be conveyed to the Issuer on such Transfer Date. (b) On the Business Day prior to the proposed Transfer Date, the Issuer shall deliver to the Initial Noteholder Noteholders and the Indenture Trustee (with a copy to the Collateral Custodian and the Backup Servicer) a final Loan Schedule setting forth the Loans proposed to be transferred on such Transfer Date. (c) On the applicable Transfer Date, the Issuer shall deliver to the Initial Noteholder Noteholders and the Indenture Trustee (with a copy to the Collateral Custodian and the Backup Servicer) a fully-executed S&SA Assignment and a final Loan Schedule setting forth the Loans Transferred on such Transfer Date. (d) If the Issuer will consummate a Borrowing on such Date in connection with the applicable Transfer, the conditions precedent to such Borrowing set forth in Section 2.07 hereof and Section 3.01 of the Note Purchase Agreement shall be satisfied. (e) As of the applicable Transfer Date, neither the Originator nor the Depositor shall have reason to believe that its insolvency is imminent. (f) The Depositor shall have taken any action reasonably requested by the Indenture Trustee, the Issuer or the Initial any Group Noteholder required to maintain or evidence the ownership interest of the Issuer in the Purchased Assets and the security interest of the Indenture Trustee in the Collateral. (g) Neither the Termination Date nor the Amortization Date shall have occurred. (h) Each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans made on the Closing Date shall be true and correct as of the applicable Transfer Date, with the same effect as if then made, and each of the Depositor and the Originator shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date; provided that, if any representation or warranty made by the Originator pursuant to Section 3.03 shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer shall only be relieved of its obligation to purchase such Loan affected by such breach and, assuming satisfaction or waiver of the other conditions set forth in this clause (h), the Issuer shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach.