Common use of Loans Subject to Retained Interest Provisions Clause in Contracts

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral subject to the Retained Interest provisions of this Agreement, the Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Date. Collections from the Obligor on such Revolving Loan will be allocated (x) first, to the portion of such Revolving Loan owned by any of the Originator, its Affiliate special purpose entities under any revolving warehouse facility involving the Originator or one of its Affiliates, any co-lenders under such facilities or revolving warehouse facility involving the Originator or one of its Affiliates, and then (y) second, to the portion of such Revolving Loan owned by such entity under or a term transaction; provided that if (i) a payment default occurs, or an event of default occurs (without waiver) with respect to any of the related Loans, or an Insolvency Event with respect to the related Obligor, (ii) the Servicer has determined that the creditworthiness of the Obligor under such related Loan has deteriorated such that it materially and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereunder, (iii) the Originator has determined in its sole discretion to reduce or terminate its commitment to an Obligor, or (iv) a Termination Event or Unmatured Termination Event occurs, then at such time and all times thereafter, Collections received on (A) the applicable Loan (in the case of clause (i), (ii) or (iii) above) or (B) all the Revolving Loans (in the case of clause (iv) above) will be allocated between the portion owned by the Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding and the portion owned by the Seller, pro rata based upon the outstanding principal amount of each such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral subject to the Retained Interest provisions of this Agreement, the Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Date. Collections from the Obligor on such Revolving Loan will be allocated (x) first, to the portion of such Revolving Loan owned by any of the Originator, its Affiliate special purpose entities under any revolving warehouse facility involving the Originator or one of its Affiliates, any co-lenders under such facilities or revolving warehouse facility involving the Originator or one of its Affiliates, and then (y) second, to the portion of such Revolving Loan owned by such entity under or a term transaction; provided that if (i) a payment default occurs, or an event of default occurs (without waiver) with respect to any of the related Loans, or an Insolvency Event with respect to the related Obligor, (ii) the Servicer has determined that the creditworthiness of the Obligor under such related Loan has deteriorated such that it materially and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereunder, (iii) the Originator has determined in its sole discretion to reduce or terminate its commitment to an Obligor, or (iv) a Termination Event or Unmatured Termination Event occurs, (v) an Allocation Adjustment Event occurs, or (vi) a Liquidity Factor Reduction Event shall have occurred and be continuing, then at such time and all times thereafter, Collections received on (A) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event shall have occurred and be continuing in the case of 143 clause (vi) above) or (B) all the Revolving Loans (in the case of clause (iv) or (v) above) will be allocated between the portion owned by the Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding and the portion owned by the Seller, pro rata based upon the outstanding principal amount of each such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral subject to the Retained Interest provisions of this Agreement, the Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Date. Collections from the Obligor on such Revolving Loan will be allocated (x) first, first to the portion of such Revolving Loan owned by any of the Originator, its Affiliate special purpose entities under any revolving warehouse facility involving the Originator or one of its Affiliates, any co-lenders under such facilities or revolving a term transaction or warehouse facility involving the Originator or one of its Affiliates, and then (y) second, to the portion of such Revolving Loan owned by such entity under or a term transaction; provided that if (i) a payment default occurs, or an event of default occurs (without waiver) with respect to any of the related Loans, or an Insolvency Event with respect to the related Obligor, (ii) the Servicer has determined that the creditworthiness of the Obligor under such related Loan has deteriorated such that it materially and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereunder, (iii) the Originator has determined in its sole discretion to reduce or terminate its commitment to an Obligor, or (iv) a Termination Event or Unmatured Termination Event occurs, then at such time and all times thereafter, Collections received on (A) the applicable Loan (in the case of clause (i), (ii) or (iii) above) or (B) all the Revolving Loans (in the case of clause (iv) above) will be allocated between the portion owned by the Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding and the portion owned by the Seller, pro rata based upon the outstanding principal amount of each such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral subject to the Retained Interest provisions of this Agreement, the Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Date. Collections from the Obligor on such Revolving Loan will be allocated (x) first, first to the portion of such Revolving Loan owned by any of the Originator, its Affiliate special purpose entities under any revolving warehouse facility involving the Originator or one of its Affiliates, any co-lenders under such facilities or revolving a term transaction or warehouse facility involving the Originator or one of its Affiliates, and then (y) second, to the portion of such Revolving Loan owned by such entity under or a term transaction; provided that if (i) a payment default occurs, or an event of default occurs (without waiver) with respect to any of the related Loans, or an Insolvency Event with respect to the related Obligor, (ii) the Servicer has determined that the creditworthiness of the Obligor under such related Loan has deteriorated such that it materially and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereunder, (iii) the Originator has determined in its sole discretion to reduce or terminate its commitment to an Obligor, or (iv) a Termination Event or Unmatured Termination Event occurs, (v) an Allocation Adjustment Event occurs, or (vi) a Liquidity Factor Reduction Event shall have occurred and be continuing, then at such time and all times thereafter, Collections received on (A) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event shall have occurred and be continuing in the case of clause (vi) above) or (B) all the Revolving Loans (in the case of clause (iv) or (v) above) will be allocated between the portion owned by the 152 Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding and the portion owned by the Seller, pro rata based upon the outstanding principal amount of each such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral subject to the Retained Interest provisions of this Agreement, the Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Date. Collections from the Obligor on such Revolving Loan will be allocated (x) first, first to the portion of such Revolving Loan owned by any of the Originator, its Affiliate special purpose entities under any revolving warehouse facility involving the Originator or one of its Affiliates, any co-lenders under such facilities or revolving a term transaction or warehouse facility involving the Originator or one of its Affiliates, and then (y) second, to the portion of such Revolving Loan owned by such entity under or a term transaction; provided that if (i) a payment default occurs, or an event of default occurs (without waiver) with respect to any of the related Loans, or an Insolvency Event with respect to the related Obligor, (ii) the Servicer has determined that the creditworthiness of the Obligor under such related Loan has deteriorated such that it materially and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereunder, (iii) the Originator has determined in its sole discretion to reduce or terminate its commitment to an Obligor, or (iv) a Termination Event or Unmatured Termination Event occurs, (v) an Allocation Adjustment Event occurs, or (vi) a Liquidity Factor Reduction Event shall have occurred and be continuing, then at such time and all times thereafter, Collections received on (A) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event shall have occurred and be continuing in the case of clause (vi) above) or (B) all the Revolving Loans (in the case of clause (iv) or (v) above) will be allocated between the portion owned by the 151 Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding and the portion owned by the Seller, pro rata based upon the outstanding principal amount of each such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral subject to the Retained Interest provisions of this Agreement, the Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Date. Collections from the Obligor on such Revolving Loan will be allocated (x) first, to the portion of such Revolving Loan owned by any of the Originator, its Affiliate special purpose entities under any revolving warehouse facility involving the Originator or one of its Affiliates, any co-lenders under such facilities or revolving warehouse facility involving the Originator or one of its Affiliates, and then (y) second, to the portion of such Revolving Loan owned by such entity under or a term transaction; provided that if (i) a payment default occurs, or an event of default occurs (without waiver) with respect to any of the related Loans, or an Insolvency Event with respect to the related Obligor, (ii) the Servicer has determined that the creditworthiness of the Obligor under such related Loan has deteriorated such that it materially and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereunder, (iii) the Originator has determined in its sole discretion to reduce or terminate its commitment to an Obligor, or (iv) a Termination Event or Unmatured Termination Event occurs, (v) an Allocation Adjustment Event occurs, or (vi) a Liquidity Factor Reduction Event shall have occurred and be continuing, then at such time and all times thereafter, Collections received on (A) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event shall have occurred and be continuing in the case of clause (vi) above) or (B) all the Revolving Loans (in the case of clause (iv) or (v) above) will be allocated between the portion owned by the Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding and the portion owned by the Seller, pro rata based upon the outstanding principal amount of each such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral subject to the Retained Interest provisions of this Agreement, the Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Date. Collections from the Obligor on such Revolving Loan will be allocated (x) first, to the portion of such Revolving Loan owned by any of the Originator, its Affiliate special purpose entities under any revolving warehouse facility involving the Originator or one of its Affiliates, any co-lenders under such facilities or revolving warehouse facility involving the Originator or one of its Affiliates, and then (y) second, to the portion of such Revolving Loan owned by such entity under or a term transaction; provided that if (i) a payment default occurs, or an event of default occurs (without waiver) with respect to any of the related Loans, or an Insolvency Event with respect to the related Obligor, (ii) the Servicer has determined that the creditworthiness of the Obligor under such related Loan has deteriorated such that it materially and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereunder, (iii) the Originator has determined in its sole discretion to reduce or terminate its commitment to an Obligor, or (iv) a Termination Event or Unmatured Termination Event occurs, (v) an Allocation Adjustment Event occurs, or (vi) a Liquidity Factor Reduction Event shall have occurred and be continuing, then at such time and all times thereafter, Collections received on (A) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event shall have occurred and be continuing in the case of clause (vi) above) or (B) all the Revolving Loans (in the case of clause (iv) or (v) above) will be allocated between the portion owned by the Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding and the portion owned by the Seller, pro rata based upon the outstanding principal amount of each such portion.. 139