Common use of Elevation of the Closing Date Participations Clause in Contracts

Elevation of the Closing Date Participations. (a) Subject to the terms and provisions of the applicable Closing Date Participation and of applicable law, the Seller and the Warehouse Borrower shall use commercially reasonable efforts to effect an Elevation, as soon as reasonably practicable, with respect to each such Closing Date Participation and take such action (including the execution and delivery of an assignment agreement) as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of each such Closing Date Participation and consistent with the terms of this Agreement. The Seller and the Warehouse Borrower shall pay any transfer fees and other expenses payable in connection with an Elevation and the Buyer will reimburse the Seller or the Warehouse Borrower for half of such fees and expenses after receipt of an invoice therefor from the Seller or the Warehouse Borrower detailing such amounts. The Buyer shall be responsible for any expenses of administering each Closing Date Participation prior to its Elevation. At Elevation, the Seller and the Warehouse Borrower shall deliver such assignment and the credit documentation with respect to the related Closing Date Participation in its possession to or as directed by the Buyer. (b) If the Seller or the Warehouse Borrower has not effected an Elevation of a Collateral Obligation on or before the day that is 90 days from the Closing Date for whatever reason or if at any time prior thereto the Seller or the Warehouse Borrower is dissolved prior to effecting an Elevation, the Seller or the Warehouse Borrower and the Buyer agree that the Participation Interests in each of the Closing Date Participations shall elevate automatically and immediately to an assignment and all of the Seller’s or the Warehouse Borrower’s rights, title, interests and ownership of such Closing Date Participations shall vest in Buyer. The Seller and the Warehouse Borrower shall be deemed to have consented and agreed to Elevation for each of the Closing Date Participations upon the execution of this Agreement. The Seller and the Warehouse Borrower agrees that, following any such date, the Buyer shall be permitted to take any and all action necessary to effectuate an Elevation and/or finalize an assignment of any of the Closing Date Participations, and in furtherance of the foregoing, effective immediately upon such date, the Seller and the Warehouse Borrower hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Closing Date Participations. In addition, the Seller and the Warehouse Borrower, effective as of the date hereof, hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary to direct the obligor or agent bank with respect to any Closing Date Participations to deposit Income Collections directly into an account chosen by the Buyer. The foregoing powers of attorney are hereby declared to be irrevocable and a power coupled with an interest, and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the Seller or the Warehouse Borrower.

Elevation of the Closing Date Participations. (a) Subject to the terms and provisions of the applicable Closing Date Participation and of applicable law, the Seller and the Warehouse Borrower shall use commercially reasonable efforts to effect an Elevation, as soon as reasonably practicable, with respect to each such Closing Date Participation and take such action (including the execution and delivery of an assignment agreement) as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of each such Closing Date Participation and consistent with the terms of this Agreement. The Seller and the Warehouse Borrower shall pay any transfer fees and other expenses payable in connection with an Elevation and the Buyer will reimburse the Seller or the Warehouse Borrower for half of such fees and expenses after receipt of an invoice therefor from the Seller or the Warehouse Borrower detailing such amounts. The Buyer shall be responsible for any expenses of administering each Closing Date Participation prior to its Elevation. At Elevation, the Seller and the Warehouse Borrower shall deliver such assignment and the credit documentation with respect to the related Closing Date Participation in its possession to or as directed by the Buyer. (b) If the Seller or the Warehouse Borrower has not effected an Elevation of a Collateral Obligation on or before the day that is 90 days from the Closing Date for whatever reason or if at any time prior thereto the Seller or the Warehouse Borrower is dissolved prior to effecting an Elevation, the Seller or the Warehouse Borrower and the Buyer agree that the Participation Interests in each of the Closing Date Participations shall elevate automatically and immediately to an assignment and all of the Seller’s or the Warehouse Borrower’s rights, title, interests and ownership of such Closing Date Participations shall vest in Buyer. The Seller and the Warehouse Borrower shall be deemed to have consented and agreed to Elevation for each of the Closing Date Participations upon the execution of this Agreement. The Seller and the Warehouse Borrower agrees that, following any such date, the Buyer shall be permitted to take any and all action necessary to effectuate an Elevation and/or finalize an assignment of any of the Closing Date Participations, and in furtherance of the foregoing, effective immediately upon such date, the Seller and the Warehouse Borrower hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Closing Date Participations. In addition, the Seller and the Warehouse BorrowerSeller, effective as of the date hereof, hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary to direct the obligor or agent bank with respect to any Closing Date Participations to deposit Income Collections directly into an account chosen by the Buyer. The foregoing powers of attorney are hereby declared to be irrevocable and a power coupled with an interest, and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the Seller or the Warehouse BorrowerSeller.

Elevation of the Closing Date Participations. (a) Subject to the terms and provisions of the applicable Closing Date Participation and of applicable law, the Seller and the Warehouse Borrower shall use commercially reasonable efforts to effect an Elevation, as soon as reasonably practicable, with respect to each such Closing Date Participation and take such action (including the execution and delivery of an assignment agreement) as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of each such Closing Date Participation and consistent with the terms of this Agreement. The Seller and the Warehouse Borrower shall pay any transfer fees and other expenses payable in connection with an Elevation and the Buyer will reimburse the Seller or the Warehouse Borrower for half of such fees and expenses after receipt of an invoice therefor from the Seller or the Warehouse Borrower detailing such amounts. The Buyer shall be responsible for any expenses of administering each Closing Date Participation prior to its Elevation. At Elevation, the Seller and the Warehouse Borrower shall deliver such assignment and the credit documentation with respect to the related Closing Date Participation in its possession to or as directed by the Buyer. (b) If the Seller or the Warehouse Borrower has not effected an Elevation of a Collateral Obligation Closing Date Participation on or before the day that is 90 120 days from the Closing Date for whatever reason or if at any time prior thereto the Seller or the Warehouse Borrower is dissolved prior to effecting an Elevation, the Seller or the Warehouse Borrower and the Buyer agree that the Participation Interests in each of the Closing Date Participations shall elevate automatically and immediately to an assignment and all of the Seller’s or (or, with respect to the Warehouse Borrower’s Collateral Obligations held by the Financing Subsidiary on the Closing Date, the Financing Subsidiary’s) rights, title, interests and ownership of such Closing Date Participations shall vest in Buyer. The Seller and the Warehouse Borrower shall be deemed to have consented and agreed to Elevation for each of the Closing Date Participations upon the execution of this Agreement. The Seller and the Warehouse Borrower agrees that, following any such date, the Buyer shall be permitted to take any and all action necessary to effectuate an Elevation and/or finalize an assignment of any of the Closing Date Participations, and in furtherance of the foregoing, effective immediately upon such date, the Seller and the Warehouse Borrower hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Closing Date Participations. In addition, the Seller and the Warehouse BorrowerSeller, effective as of the date hereof, hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary to direct the obligor or agent bank with respect to any Closing Date Participations to deposit Income Collections directly into an account chosen by the Buyer. The foregoing powers of attorney are hereby declared to be irrevocable and a power coupled with an interest, and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the Seller or the Warehouse BorrowerSeller.

Elevation of the Closing Date Participations. (a) Subject to the terms and provisions of the applicable Closing Date Participation and of applicable law, each of the Seller and the Warehouse Borrower Borrower, as applicable, shall use commercially reasonable efforts to effect an Elevation, as soon as reasonably practicable, with respect to each such Closing Date Participation and take such action (including the execution and delivery of an assignment agreement) as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of each such Closing Date Participation and consistent with the terms of this Agreement. The Each of the Seller and the Warehouse Borrower Borrower, as applicable, shall pay any transfer fees and other expenses payable in connection with an Elevation and the Buyer will reimburse the Seller or the Warehouse Borrower Borrower, as applicable, for half of such fees and expenses after receipt of an invoice therefor from the Seller or the Warehouse Borrower Borrower, as applicable, detailing such amounts. The Buyer shall be responsible for any expenses of administering each Closing Date Participation prior to its Elevation. At Elevation, the Seller and the Warehouse Borrower Borrower, as applicable, shall deliver such assignment and the credit documentation with respect to the related Closing Date Participation in its possession to or as directed by the Buyer. (b) If the Seller or the Warehouse Borrower has not effected an Elevation of a Collateral Obligation on or before the day that is 90 days from the Closing Date for whatever reason or if at any time prior thereto the Seller or the Warehouse Borrower is dissolved prior to effecting an Elevation, the Seller or the Warehouse Borrower and the Buyer agree that the Participation Interests in each of the Closing Date Participations shall elevate automatically and immediately to an assignment and all of the Seller’s or the Warehouse Borrower’s rights, title, interests and ownership of such Closing Date Participations shall vest in Buyer. The Seller and the Warehouse Borrower shall be deemed to have consented and agreed to Elevation for each of the Closing Date Participations upon the execution of this Agreement. The Each of the Seller and the Warehouse Borrower agrees that, following any such date, the Buyer shall be permitted to take any and all action necessary to effectuate an Elevation and/or finalize an assignment of any of the Closing Date Participations, and in furtherance of the foregoing, effective immediately upon such date, each of the Seller and the Warehouse Borrower hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Closing Date Participations. In addition, each of the Seller and the Warehouse Borrower, effective as of the date hereof, hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary to direct the obligor or agent bank with respect to any Closing Date Participations to deposit Income Collections directly into an account chosen by the Buyer. The foregoing powers of attorney are hereby declared to be irrevocable and a power coupled with an interest, and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the Seller or the Warehouse Borrower.

Elevation of the Closing Date Participations. (a) Subject to the terms and provisions of the applicable Closing Date Participation and of applicable law, the Seller and the Warehouse Borrower shall use commercially reasonable efforts to effect an Elevation, as soon as reasonably practicable, with respect to each such Closing Date Participation and take such action (including the execution and delivery of an assignment agreement) as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of each such Closing Date Participation and consistent with the terms of this Agreement. The Seller and the Warehouse Borrower shall pay any transfer fees and other expenses payable in connection with an Elevation and the Buyer will reimburse the Seller or the Warehouse Borrower for half of such fees and expenses after receipt of an invoice therefor from the Seller or the Warehouse Borrower detailing such amounts. The Buyer shall be responsible for any expenses of administering each Closing Date Participation prior to its Elevation. At Elevation, the Seller and the Warehouse Borrower shall deliver such assignment and the credit documentation with respect to the related Closing Date Participation in its possession to or as directed by the Buyer. (b) If the Seller or the Warehouse Borrower has not effected an Elevation of a Collateral Obligation on or before the day that is 90 days from the Closing Date for whatever reason or if at any time prior thereto the Seller or the Warehouse Borrower is dissolved prior to effecting an Elevation, the Seller or the Warehouse Borrower and the Buyer agree that the Participation Interests in each of the Closing Date Participations shall elevate automatically and immediately to an assignment and all of the Seller’s or the Warehouse Borrower’s rights, title, interests and ownership of such Closing Date Participations shall vest in Buyer. The Seller and the Warehouse Borrower shall be deemed to have consented and agreed to Elevation for each of the Closing Date Participations upon the execution of this Agreement. The Seller and the Warehouse Borrower agrees that, following any such date, the Buyer shall be permitted to take any and all action necessary to effectuate an Elevation and/or finalize an assignment of any of the Closing Date Participations, and in furtherance of the foregoing, effective immediately upon such date, the Seller and the Warehouse Borrower hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Closing Date Participations. In addition, the Seller and the Warehouse BorrowerSeller, effective as of the date hereof, hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary to direct the obligor or agent bank with respect to any Closing Date Participations to deposit Income Collections directly into an account chosen by the Buyer. The foregoing powers of attorney are hereby declared to be irrevocable and a power coupled with an interest, and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the Seller or the Warehouse BorrowerSeller.

Elevation of the Closing Date Participations. (a) Subject to the terms and provisions of the applicable Closing Date Participation and of applicable law, the Seller and the Warehouse Borrower shall use commercially reasonable efforts to effect an Elevation, as soon as reasonably practicable, with respect to each such Closing Date Participation and take such action (including the execution and delivery of an assignment agreement) as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of each such Closing Date Participation and consistent with the terms of this Agreement. The Seller and the Warehouse Borrower shall pay any transfer fees and other expenses payable in connection with an Elevation and the Buyer will reimburse the Seller or the Warehouse Borrower for half of such fees and expenses after receipt of an invoice therefor from the Seller or the Warehouse Borrower detailing such amounts. The Buyer shall be responsible for any expenses of administering each Closing Date Participation prior to its Elevation. At Elevation, the Seller and the Warehouse Borrower shall deliver such assignment and the credit documentation with respect to the related Closing Date Participation in its possession to or as directed by the Buyer. (b) If the Seller or the Warehouse Borrower has not effected an Elevation of a Collateral Obligation Closing Date Participation on or before the day that is 90 120 days from the Closing Date for whatever reason or if at any time prior thereto the Seller or the Warehouse Borrower is dissolved prior to effecting an Elevation, the Seller or the Warehouse Borrower and the Buyer agree that the Participation Interests in each of the Closing Date Participations shall elevate automatically and immediately to an assignment and all of the Seller’s or (or, with respect to the Warehouse Borrower’s Collateral Obligations held by the Financing Subsidiary on the Closing Date, the Financing Subsidiary’s) rights, title, interests and ownership of such Closing Date Participations shall vest in Buyer. The Seller and the Warehouse Borrower shall be deemed to have consented and agreed to Elevation for each of the Closing Date Participations upon the execution of this Agreement. The Seller and the Warehouse Borrower agrees that, following any such date, the Buyer shall be permitted to take any and all action necessary to effectuate an Elevation and/or finalize an assignment of any of the Closing Date Participations, and in furtherance of the foregoing, effective immediately upon such date, the Seller and the Warehouse Borrower hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority -11- in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Closing Date Participations. In addition, the Seller and the Warehouse BorrowerSeller, effective as of the date hereof, hereby makes, constitutes and appoints the Buyer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Buyer reasonably deems appropriate or necessary to direct the obligor or agent bank with respect to any Closing Date Participations to deposit Income Collections directly into an account chosen by the Buyer. The foregoing powers of attorney are hereby declared to be irrevocable and a power coupled with an interest, and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the Seller or the Warehouse BorrowerSeller.