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. (b) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of 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. (b) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of 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. Principal Collections from received by the Obligor Seller or the Servicer on such any Revolving Loan Loans will be allocated (x) first, first to the portion of such Revolving Loan owned by any the Seller, until the principal amount 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 Affiliatesportion is reduced to zero, and then (y) second, to the portion of such Revolving Loan not owned by such entity under or a term transactionthe Seller; 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 a Liquidity Factor Reduction Event occurs and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereundercontinues, (iii) the Originator has determined in its sole discretion that an Obligor’s credit has deteriorated or 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 an Allocation Adjustment Event occurs, then at such time and all times thereafter, Principal Collections received on (Ax) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event exists and continues in the case of clause (ii) above) or (By) all the Revolving Loans (in the case of clause clauses (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 Seller and the portion not owned by the Seller, pro rata based upon the outstanding principal amount of each such portion. (b) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of 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. Principal Collections from received by the Obligor Seller or the Servicer on such any Revolving Loan Loans will be allocated (x) first, first to the portion of such Revolving Loan owned by any the Seller, until the principal amount 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 Affiliatesportion is reduced to zero, and then (y) second, to the portion of such Revolving Loan not owned by such entity under or a term transactionthe Seller; 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 a Liquidity Factor Reduction Event occurs and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereundercontinues, (iii) the Originator has determined in its sole discretion that an Obligor’s credit has deteriorated or 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 an Allocation Adjustment Event occurs, then at such time and all times thereafter, Principal Collections received on (Ax) the applicable Loan (in the case of clause clauses (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event exists and continues in the case of clause (ii) above) or (By) 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 Seller and the portion not owned by the Seller, pro rata based upon the outstanding principal amount of each such portion. (b) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of 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 applicable Seller will own only the principal portion of such Loans outstanding as of the applicable Cut-Off Closing Date. Principal Collections from received by the Obligor applicable Seller or the Servicer on such any Revolving Loan Loans will be allocated between the portion owned by the applicable Seller and the portion not owned by such Seller (xif any) firston a pro rata basis according to the outstanding principal amount of such portion; provided, however, that upon the earlier to occur of any Termination Event or the Termination Date, Principal Collections received by the applicable Seller or the Servicer on any Revolving Loans will be allocated first to the portion of such Revolving Loan owned by any the applicable Seller, until the principal amount 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 Affiliatesportion is reduced to zero, and then (y) second, to the portion not owned by such Seller except in the case where any portion of such Revolving Loan not owned by such entity under or a term transaction; provided that if (i) a payment default occursSeller is required, or an event of default occurs (without waiver) with respect pursuant to any financing document, to be paid on a pro rata basis under such financing document, in which case such portion of the related Loans, or an Insolvency Event with respect Revolving Loan will have Principal Collections allocated 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 on 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 basis according to the outstanding principal amount of each such portion. (b) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the applicable Seller and to the portion not owned by the such Seller (if any) on a pro rata basis according to the outstanding principal amount of 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. (b) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of 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 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. (b) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral Assets 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. Principal Collections from received by the Obligor Seller or the Servicer on any Revolving Loans (other than such Revolving Loan Loans to SPE Obligors) will be allocated (x) first, first to the portion of such Revolving Loan owned by any the Seller, until the principal amount 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 Affiliatesportion is reduced to zero, and then (y) second, to the portion of such Revolving Loan not owned by such entity under or a term transactionthe Seller; provided that provided, however, 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 a Liquidity Factor Reduction Event occurs and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereundercontinues, (iii) the Originator has determined in its sole discretion that an Obligor’s credit has deteriorated or 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 an Allocation Adjustment Event occurs, then at such time and all times thereafter, Principal Collections received on (Ax) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event exists and continues in the case of clause (ii) above) or (By) all the Revolving Loans (in the case of clause clauses (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 Seller and the portion not owned by the Seller, pro rata based upon the outstanding principal amount of each such portion. (b) With respect to any Revolving Loan to SPE Obligors included in the Assets subject to the Retained Interest provisions of this Agreement, Interest Collections received by the Servicer on those Loans will be allocated between the portion owned by the Seller and the portion not owned by the Seller on a pro rata basis according to the outstanding principal amount of each such portion. (c) With respect to any Term Loans included in the Collateral Assets subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of 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. Principal Collections from received by the Obligor Seller or the Servicer on any Revolving Loans (other than such Revolving Loan Loans to SPE Obligors) will be allocated (x) first, first to the portion of such Revolving Loan owned by any the Seller, until the principal amount 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 Affiliatesportion is reduced to zero, and then (y) second, to the portion of such Revolving Loan not owned by such entity under or a term transactionthe Seller; provided that provided, however, 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 a Liquidity Factor Reduction Event occurs and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereundercontinues, (iii) the Originator has determined in its sole discretion that an Obligor’s credit has deteriorated or 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 an Allocation Adjustment Event occurs, then at such time and all times thereafter, Principal Collections received on (Ax) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event exists and continues in the case of clause (ii) above) or (By) all the Revolving Loans (in the case of clause clauses (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 Seller and the portion not owned by the Seller, pro rata based upon the outstanding principal amount of each such portion. (b) With respect to any Revolving Loan to SPE Obligors included in the Collateral subject to the Retained Interest provisions of this Agreement, Interest Collections received by the Servicer on those Loans will be allocated between the portion owned by the Seller and the portion not owned by the Seller on a pro rata basis according to the outstanding principal amount of each such portion. (c) With respect to any Term Loans included in the Collateral subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of such portion.

Loans Subject to Retained Interest Provisions. (a) With respect to any Loan included in the Collateral Assets 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. Principal Collections from received by the Obligor Seller or the Servicer on any Revolving Loans (other than such Revolving Loan Loans to SPE Obligors) will be allocated (x) first, first to the portion of such Revolving Loan owned by any the Seller, until the principal amount 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 Affiliatesportion is reduced to zero, and then (y) second, to the portion of such Revolving Loan not owned by such entity under or a term transactionthe Seller; provided that provided, however, 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 a Liquidity Factor Reduction Event occurs and adversely affects the value of such related Loan or has reduced in a material manner the likelihood of repayment in full thereundercontinues, (iii) the Originator has determined in its sole discretion that an Obligor's credit has deteriorated or 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 an Allocation Adjustment Event occurs, then at such time and all times thereafter, Principal Collections received on (Ax) the applicable Loan (in the case of clause (i), (ii) or (iii) above or during the time that a Liquidity Factor Reduction Event exists and continues in the case of clause (ii) above) or (By) all the Revolving Loans (in the case of clause clauses (iv) above) will be 147 allocated between the portion owned by the Originator, its Affiliate special purpose entities under the warehouse or term facilities then outstanding Seller and the portion not owned by the Seller, pro rata based upon the outstanding principal amount of each such portion. (b) With respect to any Revolving Loan to SPE Obligors included in the Assets subject to the Retained Interest provisions of this Agreement, Interest Collections received by the Servicer on those Loans will be allocated between the portion owned by the Seller and the portion not owned by the Seller on a pro rata basis according to the outstanding principal amount of each such portion. (c) With respect to any Term Loans included in the Collateral Assets subject to the Retained Interest provisions of this Agreement, Principal Collections and Interest Collections received by the Servicer will be allocated between the portion owned by the Seller and to the portion not owned by the Seller (if any) on a pro rata basis according to the outstanding principal amount of such portion.. 148