Common use of Extension of the Purchase Termination Date Clause in Contracts

Extension of the Purchase Termination Date. Provided that no Event of Termination, Unmatured Event of Termination or Master Servicer Termination Event exists and is continuing, no earlier than six months prior to (but no later than 60 days prior to) the then current Purchase Termination Date, Seller may request an extension of the then current Purchase Termination Date by submitting a request for an extension (each, an “Extension Request”) to Administrative Agent and each Purchaser Agent. Such Extension Request must specify (i) the new Purchase Termination Date requested by Seller and (ii) the date (which must be at least 45 days after the applicable Extension Request is delivered to Administrative Agent and each Purchaser Agent) as of which Administrative Agent, each Purchaser Agent and each Purchaser is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, Administrative Agent, each Purchaser Agent and each Purchaser shall notify Seller and Administrative Agent as to whether such Person approves such Extension Request (it being understood that Administrative Agent, each Purchaser Agent and each Purchaser may accept or decline such Extension Request in its sole discretion and on such terms as it may elect). The failure of any Person to affirmatively notify the Seller of such Person’s election regarding such extension request by the applicable Response Date shall be deemed to be a refusal by such Person to grant the requested extension. In the event that any Purchaser shall approve such Extension Request, each such Purchasers and the other parties hereto that approved such Extension Request shall enter into such documents as such Persons may deem necessary or appropriate to reflect such extension with respect to such Purchasers. In the event that any Purchaser declines an Extension Request (any such declining Purchaser, an “Exiting Purchaser”), such Exiting Purchaser shall so notify Seller, Administrative Agent and each of the other parties hereto of such Exiting Purchaser’s determination. If any Committed Purchaser becomes an Exiting Purchaser, such Committed Purchaser’s Commitment shall automatically be reduced to zero on the then-current Purchase Termination Date, without giving effect to any other Purchaser’s agreement to extend the Purchase Termination Date, if any.

Extension of the Purchase Termination Date. Provided that no Event of Termination, Unmatured Event of Termination or Master Servicer Event of Termination Event exists has occurred and is continuing, no earlier than six three (3) months prior to (but no later than 60 forty-five (45) days prior to) the then current Purchase Termination Date, the Seller (or the Servicer on the Seller’s behalf) may request an extension of the then current Purchase Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent and the Administrative Agent, which the Administrative Agent and shall, upon receipt, forward to each Purchaser Agent. Such Extension Request must specify (i) the new Purchase Termination Date requested by Seller and (ii) the date (which must be at least 45 thirty (30) days after the applicable Extension Request is delivered to Administrative the Collateral Agent and each Purchaser the Administrative Agent) as of which Administrative Agent, each Purchaser Agent and each Purchaser is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, Administrative Agent, each Purchaser Agent and each Purchaser (on behalf of its Purchasers) shall notify Seller and Administrative Agent the Servicer (on behalf of the Seller) as to whether such Person each Purchaser in its Purchaser Group approves such Extension Request (it being understood that Administrative Agent, each Purchaser Agent and each in a Purchaser Group may accept or decline such Extension Request in its sole discretion and on such terms as it may electdiscretion). The failure of any Person Purchaser to affirmatively notify the Seller Servicer (on behalf of the Seller) of such PersonPurchaser’s election regarding such extension request Extension Request by the applicable Response Date shall be deemed to be a refusal by such Person Purchaser to grant the requested extension. In the event that any Purchaser the Administrative Agent and the Purchasers with Pool Limits which aggregate to an amount at least equal to 75% of the then current Purchasers’ Pool Limit shall approve of such Extension Requestrequest (such date, the “Approval Date”), then the current Purchase Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Purchasers Purchaser and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Persons Purchasers may deem necessary or appropriate to reflect such extension with respect to such Purchasersextension. In the event that any the Purchasers relating to a Purchaser declines Group decline an Extension Request (any each such declining Purchaser, an “Exiting Purchaser”), the Purchaser Agent for such Exiting Purchaser Purchasers shall so notify the Servicer (on behalf of the Seller), the Collateral Agent, the Administrative Agent Agent, and each of the other parties hereto of such Exiting Purchaser’s determination. If any Committed the Purchasers of a Purchaser becomes an Group become Exiting PurchaserPurchasers, such Committed Purchaser’s Commitment Purchaser Groups’ Pool Limit shall automatically be reduced to zero on the then-current Purchase Termination Date, without giving effect to any other PurchaserPurchasers of any other Purchaser Group’s agreement to extend the Purchase Termination Date, if any. This Section 3.5 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Purchase Termination Date pursuant to an amendment in accordance with Section 13.1.

Extension of the Purchase Termination Date. Provided that no Event of Termination, Unmatured Event of Termination Termination, Collection Control Event or Master Servicer Termination Non-Reinvestment Event exists has occurred and is continuing, no earlier than six (6) months prior to (but no later than 60 sixty (60) days prior to) the then current Purchase Termination Date, Seller the Sellers may request an extension of the then current Purchase Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent, each Administrative Agent Agent, and each Purchaser Agent. Such Extension Request must specify (i) the new proposed Purchase Termination Date requested by Seller the Sellers and (ii) the date (which must be at least 45 forty-five (45) days after the applicable Extension Request is delivered to the Collateral Agent, each Administrative Agent Agent, and each Purchaser Agent) as of which Administrative Agent, each Purchaser Agent and each Purchaser is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, Administrative Agent, each Purchaser Agent and each Purchaser (on behalf of its Purchasers) shall notify Seller and Administrative Agent the Servicer (on behalf of the Sellers) as to whether such Person each Purchaser in its Purchaser Group approves such Extension Request (it being understood that Administrative Agent, each Purchaser Agent and each in a Purchaser Group may accept or decline such Extension Request in its sole discretion and on such terms as it may electdiscretion). The failure of any Person Purchaser to affirmatively notify the Seller Servicer (on behalf of the Sellers) of such PersonPurchaser’s election regarding such extension request Extension Request by the applicable Response Date shall be deemed to be a refusal by such Person Purchaser to grant the requested extension. In the event that any Purchaser shall approve such Extension Request, each such Purchasers and the other parties hereto that approved such Extension Request shall enter into such documents as such Persons Purchasers may deem necessary or appropriate to reflect such extension with respect to such Purchasers. In the event that any Purchaser declines an Extension Request (any such declining Purchaser, an “Exiting Purchaser”), such Exiting Purchaser shall so notify Sellerthe Servicer (on behalf of the Sellers), the Collateral Agent, each Administrative Agent and each of the other parties hereto of such Exiting Purchaser’s determination. If any Committed Purchaser becomes an Exiting Purchaser, such Committed Purchaser’s Commitment Pool Commitments in respect of all three Receivable Pools shall automatically be reduced to zero on the then-current Purchase Termination Date, without giving effect to any other Purchaser’s agreement to extend the Purchase Termination Date, if any.

Extension of the Purchase Termination Date. Provided that no Event of Termination, Unmatured Event of Termination Termination, Collection Control Event or Master Servicer Termination Non-Reinvestment Event exists has occurred and is continuing, no earlier than six months prior to (but no later than 60 days prior to) the then current Purchase Termination Date, Seller the Sellers may request an extension of the then current Purchase Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent, each Administrative Agent Agent, and each Purchaser Agent. Such Extension Request must specify (i) the new proposed Purchase Termination Date requested by Seller the Sellers and (ii) the date (which must be at least 45 days after the applicable Extension Request is delivered to the Collateral Agent, each Administrative Agent Agent, and each Purchaser Agent) as of which Administrative Agent, each Purchaser Agent and each Purchaser is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, Administrative Agent, each Purchaser Agent and each Purchaser (on behalf of its Purchasers) shall notify Seller and Administrative Agent the Servicer (on behalf of the Sellers) as to whether such Person each Purchaser in its Purchaser Group approves such Extension Request (it being understood that Administrative Agent, each Purchaser Agent and each in a Purchaser Group may accept or decline such Extension Request in its sole discretion and on such terms as it may electdiscretion). The failure of any Person Purchaser to affirmatively notify the Seller Servicer (on behalf of the Sellers) of such PersonPurchaser’s election regarding such extension request Extension Request by the applicable Response Date shall be deemed to be a refusal by such Person Purchaser to grant the requested extension. In the event that any Purchaser shall approve such Extension Request, each such Purchasers and the other parties hereto that approved such Extension Request shall enter into such documents as such Persons Purchasers may deem necessary or appropriate to reflect such extension with respect to such Purchasers. In the event that any Purchaser declines an Extension Request (any such declining Purchaser, an “Exiting Purchaser”), such Exiting Purchaser shall so notify Sellerthe Servicer (on behalf of the Sellers), the Collateral Agent, each Administrative Agent and each of the other parties hereto of such Exiting Purchaser’s determination. If any Committed Purchaser becomes an Exiting Purchaser, such Committed Purchaser’s Commitment Pool Commitments in respect of both Receivable Pools shall automatically be reduced to zero on the then-current Purchase Termination Date, without giving effect to any other Purchaser’s agreement to extend the Purchase Termination Date, if any.

Extension of the Purchase Termination Date. Provided that no Event of Termination, Unmatured Event of Termination or Master Servicer Event of Termination Event exists has occurred and is continuing, no earlier than six three (3) months prior to (but no later than 60 forty-five (45) days prior to) the then current Purchase Termination Date, the Seller (or the Servicer on the Seller’s behalf) may request an extension of the then current Purchase Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent and the Administrative Agent, which the Administrative Agent and shall, upon receipt, forward to each Purchaser Agent. Such Extension Request must specify (i) the new Purchase Termination Date requested by Seller and (ii) the date (which must be at least 45 thirty (30) days after the applicable Extension Request is delivered to Administrative the Collateral Agent and each Purchaser the Administrative Agent) as of which Administrative Agent, each Purchaser Agent and each Purchaser is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, Administrative Agent, each Purchaser Agent and each Purchaser (on behalf of its Purchasers) shall SK 28677 0004 8417431 v39 notify Seller and Administrative Agent the Servicer (on behalf of the Seller) as to whether such Person each Purchaser in its Purchaser Group approves such Extension Request (it being understood that Administrative Agent, each Purchaser Agent and each in a Purchaser Group may accept or decline such Extension Request in its sole discretion and on such terms as it may electdiscretion). The failure of any Person Purchaser to affirmatively notify the Seller Servicer (on behalf of the Seller) of such PersonPurchaser’s election regarding such extension request Extension Request by the applicable Response Date shall be deemed to be a refusal by such Person Purchaser to grant the requested extension. In the event that any Purchaser the Administrative Agent and the Purchasers with Pool Limits which aggregate to an amount at least equal to 75% of the then current Purchasers’ Pool Limit shall approve of such Extension Requestrequest (such date, the “Approval Date”), then the current Purchase Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Purchasers Purchaser and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Persons Purchasers may deem necessary or appropriate to reflect such extension with respect to such Purchasersextension. In the event that any the Purchasers relating to a Purchaser declines Group decline an Extension Request (any each such declining Purchaser, an “Exiting Purchaser”), the Purchaser Agent for such Exiting Purchaser Purchasers shall so notify the Servicer (on behalf of the Seller), the Collateral Agent, the Administrative Agent Agent, and each of the other parties hereto of such Exiting Purchaser’s determination. If any Committed the Purchasers of a Purchaser becomes an Group become Exiting PurchaserPurchasers, such Committed Purchaser’s Commitment Purchaser Groups’ Pool Limit shall automatically be reduced to zero on the then-current Purchase Termination Date, without giving effect to any other PurchaserPurchasers of any other Purchaser Group’s agreement to extend the Purchase Termination Date, if any. This Section 3.5 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Purchase Termination Date pursuant to an amendment in accordance with Section 13.1.

Extension of the Purchase Termination Date. Provided that no Event of Termination, Unmatured Event of Termination or Master Servicer Event of Termination Event exists has occurred and is continuing, no earlier than six three (3) months prior to (but no later than 60 forty-five (45) days prior to) the then current Purchase Termination Date, the Seller (or the Servicer on the Seller’s behalf) may request an extension of the then current Purchase Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent and the Administrative Agent, which the Administrative Agent and shall, upon receipt, forward to each Purchaser Agent. Such Extension Request must specify (i) the new Purchase Termination Date requested by Seller and (ii) the date (which must be at least 45 thirty (30) days after the applicable Extension Request is delivered to Administrative the Collateral Agent and each Purchaser the Administrative Agent) as of which Administrative Agent, each Purchaser Agent and each Purchaser is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, Administrative Agent, each Purchaser Agent and each Purchaser (on behalf of its Purchasers) shall notify Seller and Administrative Agent the Servicer (on behalf of the Seller) as to whether such Person each Purchaser in its Purchaser Group approves such Extension Request (it being understood that Administrative Agent, each Purchaser Agent and each in a Purchaser Group may accept or decline such Extension Request in its sole discretion and on such terms as it may electdiscretion). The failure of any Person Purchaser to affirmatively notify the Seller Servicer (on behalf of the Seller) of such PersonPurchaser’s election regarding such extension request Extension Request by the applicable Response Date shall be deemed to be a refusal by such Person Purchaser to grant the requested extension. In the event that any Purchaser the Administrative Agent and the Purchasers with Pool Limits which aggregate to an amount at least equal to 75% of the then current Purchasers’ Pool Limit shall approve of such Extension Requestrequest (such date, the “Approval Date”), then the current Purchase Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Purchasers Purchaser and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Persons Purchasers may deem necessary or appropriate to reflect such extension with respect to such Purchasersextension. In the event that any the Purchasers relating to a Purchaser declines Group decline an Extension Request (any each such declining Purchaser, an “Exiting Purchaser”), the Purchaser Agent for such Exiting Purchaser Purchasers shall so notify the Servicer (on behalf of the Seller), the Collateral Agent, the Administrative Agent Agent, and each of the other parties hereto of such Exiting Purchaser’s determination. If any Committed the Purchasers of a Purchaser becomes an Group become Exiting PurchaserPurchasers, such Committed Purchaser’s Commitment Purchaser Groups’ Pool Limit shall automatically be reduced to zero on the then-current Purchase Termination Date, without giving effect to any other PurchaserPurchasers of any other Purchaser Group’s agreement to extend the Purchase Termination Date, if any.. This Section 3.5 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Purchase Termination Date pursuant to an amendment in accordance with Section 13.1. 22

Extension of the Purchase Termination Date. Provided that no Event of Termination, Unmatured Event of Termination Termination, Collection Control Event, or Master Servicer Termination Non-Reinvestment Event exists has occurred and is continuing, no earlier than six (6) months prior to (but no later than 60 sixty (60) days prior to) the then current Purchase Termination Date, Seller the Sellers may request an extension of the then current Purchase Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent, the Administrative Agent and each Purchaser Agent. Such Extension Request must specify (i) the new proposed Purchase Termination Date requested by Seller the Sellers and (ii) the date (which must be at least 45 forty-five (45) days after the applicable Extension Request is delivered to the Collateral Agent, the Administrative Agent and each Purchaser Agent) as of which Administrative Agent, each Purchaser Agent and each Purchaser is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, Administrative Agent, each Purchaser Agent and each Purchaser (on behalf of its Purchasers) shall notify Seller and Administrative Agent the Servicer (on behalf of the Sellers) as to whether such Person each Purchaser in its Purchaser Group approves such Extension Request (it being understood that Administrative Agent, each Purchaser Agent and each in a Purchaser Group may accept or decline such Extension Request in its sole discretion and on such terms as it may electdiscretion). The failure of any Person Purchaser to affirmatively notify the Seller Servicer (on behalf of the Sellers) of such PersonPurchaser’s election regarding such extension request Extension Request by the applicable Response Date shall be deemed to be a refusal by such Person Purchaser to grant the requested extension. In the event that any Purchaser shall approve such Extension Request, each such Purchasers and the other parties hereto that approved such Extension Request shall enter into such documents as such Persons Purchasers may deem necessary or appropriate to reflect such extension with respect to such Purchasers. In the event that any Purchaser declines an Extension Request (any such declining Purchaser, an “Exiting Purchaser”), such Exiting Purchaser shall so notify Sellerthe Servicer (on behalf of the Sellers), the Collateral Agent, the Administrative Agent Agent, and each of the other parties hereto of such Exiting Purchaser’s determination. If any Committed Purchaser becomes an Exiting Purchaser, such Committed Purchaser’s Commitment Purchasers’ Pool Commitments in respect of each of the SCC Receivable Pool and the Combined Receivable Pools shall automatically be reduced to zero on the then-current Purchase Termination Date, without giving effect to any other Purchaser’s agreement to extend the Purchase Termination Date, if any.