Common use of Non-Renewing Alternate Investors Clause in Contracts

Non-Renewing Alternate Investors. (a) The SPV may request that the Alternate Investors renew their Commitments hereunder by providing written request for renewal to each Alternate Investors no more than 60 days and not less than 45 days prior to the then-current Commitment Termination Date. (b) If at any time the SPV so requests that the Alternate Investors renew their Commitments hereunder and some but less than all the Alternate Investors consent to such renewal within 15 days prior to the then-current Commitment Termination Date, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating any such assignment. (c) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date hereunder and some but less than all the Alternate Investors consent to such extension within 15 days prior to the then-current Commitment Termination Date, and if none or less than all the Commitments of the non-renewing Alternate Investors are assigned as provided in Section 3.3(b), then (without limiting the obligations of all the Alternate Investors to make Investments and pay any Assignment Amount prior to the Commitment Termination Date in accordance with the terms hereof) any related Conduit Investor may sell an interest in the portion of the related Class Net Investment funded by it (including the related interest in the Asset Interest) for an aggregate purchase price equal to the lesser of (i) the maximum aggregate Assignment Amounts which would be payable if such Conduit Investor assigned its entire interest in the Asset Interest at that time under Section 3.1, and (ii) the aggregate unused Commitments of the non-renewing Alternate Investors in such Class, which purchase price shall be paid solely by such non-renewing Alternate Investors, pro rata according to their respective Commitments. Following the payment of such purchase price, (i) the extended Commitment Termination Date shall be effective with respect to the renewing Alternate Investors, (ii) the related Class Facility Limit shall automatically be reduced by the aggregate of the Commitments of all non-renewing Alternate Investors (it being understood that amounts necessary to reduce the related Class Facility Limit shall be payable solely in accordance with Section 2.12 and shall not be an immediate payment obligation of the SPV) and (iii) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Alternate Investors. Prior to the Termination Date, all amounts which, under Section 2.12 are to be applied in reduction of the related Class Net Investment, up to the aggregate Class Net Investment sold to the non-renewing Alternate Investors as described above in this subsection, shall be distributed to the non-renewing Alternate Investors ratably according to the aggregate Investments held by them, in reduction of such Investments. On and after the Termination Date, each non-renewing Alternate Investor shall be entitled to receive distributions as otherwise provided in Section 2.12, such that all distributions of Collections pursuant to Section 2.12 thereafter shall be allocated among the non-renewing Alternate Investors and the other Alternate Investors in accordance with each such Alternate Investor’s pro rata share (based on the portion of the Net Investment funded by it as of the Termination Date) of the Alternate Investor Percentage of the related Class Net Investment. When (after the expiration of the Commitments of the non-renewing Alternate Investors) the aggregate of the Investments described above in this subsection shall have been reduced to zero and all accrued Yield allocable thereto and all other Aggregate Unpaids owing to such non-renewing Alternate Investors shall have been paid to such Alternate Investors in full, then such non-renewing Alternate Investors shall cease to be parties to this Agreement for any purpose.

Non-Renewing Alternate Investors. (a) The SPV may request that the Alternate Investors renew their Commitments hereunder by providing written request for renewal to each Alternate Investors no more than 60 days and not less than 45 days prior to the then-current Commitment Termination Date. (b) If at any time the SPV so requests that the Alternate Investors renew their Commitments hereunder and some but less than all the Alternate Investors of a Class consent to such renewal within 15 thirty (30) days prior to of the then-current Commitment Termination DateSPV’s request, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating any such assignment. (cb) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date hereunder and some but less than all the Alternate Investors of a Class consent to such extension within 15 thirty (30) days prior to after the then-current Commitment Termination DateSPV’s request, and if none or less than all the Commitments of the non-renewing Alternate Investors of a Class are assigned as provided in Section 3.3(b3.3(a), then (without limiting the obligations of all the Alternate Investors to make Investments and pay any Assignment Amount prior to the Commitment Termination Date in accordance with the terms hereof) any the related Conduit Investor may sell an interest in the portion of the related Class Net Investment funded by it (including the related interest in and the Asset Interest) Interest hereunder for an aggregate purchase price equal to the lesser of (i) the maximum aggregate Assignment Amounts which would be payable if such Conduit Investor assigned its entire interest in the Asset Interest at that time under Section 3.1, and (ii) the aggregate unused available Commitments of the non-renewing Alternate Investors in of such Class, which purchase price shall be paid solely by such the non-renewing Alternate InvestorsInvestors of such Class, pro rata according to their respective Commitments. Following the payment of such purchase price, (i) the extended Commitment Termination Date shall be effective with respect to the renewing Alternate InvestorsInvestors of such Class, (ii) the related Class Facility Limit shall automatically be reduced by the aggregate of the Commitments of all non-renewing Alternate Investors (it being understood that amounts necessary to reduce the related Class Facility Limit shall be payable solely in accordance with Section 2.12 and shall not be an immediate payment obligation of the SPV) Investors, and (iii) this Agreement and the Commitments of the renewing Alternate Investors of such Class shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Alternate InvestorsInvestors of such Class. Prior to the Termination Date, all amounts which, under Section 2.12 are to be applied in reduction of the related Class Net Investment, up to the aggregate Class Net Investment sold to the non-renewing Alternate Investors of such Class as described above in this subsection, shall be distributed to the non-renewing Alternate Investors of such Class ratably according to the aggregate Investments held by them, in reduction of such Investments. On and after the Termination Date, each non-renewing Alternate Investor of a Class shall be entitled to receive distributions as otherwise provided in Section 2.12, such that all distributions of Collections pursuant to Section 2.12 thereafter shall be allocated among the non-renewing Alternate Investors of a Class and the other Alternate Investors in such Class in accordance with each such Alternate Investor’s pro rata share (based on the portion of the Net Investment funded by it as of the Termination Date) of the Alternate Investor Percentage Pro Rata Share of the related Class Net Investment. When (after the expiration of the Commitments of the non-renewing Alternate InvestorsInvestors of a Class) the aggregate of the Investments described above in this subsection shall have been reduced to zero and all accrued Yield allocable thereto and all other Aggregate Unpaids owing to such non-renewing Alternate Investors shall have been paid to such Alternate Investors in full, then such non-renewing Alternate Investors shall cease to be parties to this Agreement for any purpose.

Non-Renewing Alternate Investors. (a) The SPV may request that the Alternate Investors renew their Commitments hereunder by providing written request for renewal to each Alternate Investors If, at a time no more earlier than 60 100 days and not less no later than 45 70 days prior to Commitment Expiry Date, the then-current Commitment Termination Date. (b) If at any time the SPV so Issuer requests that the Alternate Investors renew their Commitments hereunder and some but less than all the Alternate Investors consent to such renewal within 15 twenty-one (21) days prior to of the then-current Commitment Termination DateIssuer's request, the SPV Issuer may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.87.01. Any such assignment shall become effective on the then-current Commitment Termination Expiry Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV Issuer in effectuating any such assignment. Unless the Servicer and the applicable Alternate Investor agree to the contrary, any Alternate Investor which does not consent to such renewal by the day which is thirty (30) days prior to the then-current Commitment Expiry Date (or, if such day is not a Business Day, the immediately preceding Business Day), shall be deemed to have refused the Issuer's request for an renewal of its Commitment. (cb) If If, at any a time no earlier than 100 days and no later than 70 days prior to Commitment Expiry Date, the SPV Issuer requests that the Alternate Investors extend the Commitment Termination Expiry Date hereunder and some but less than all the Alternate Investors consent to such extension within 15 twenty-one (21) days prior to after the then-current Commitment Termination DateIssuer's request, and if none or less than all the Commitments of the non-renewing Alternate Investors are assigned as provided in Section 3.3(b2.12(a), then (without limiting the obligations of all the Alternate Investors to make Investments Variable Funding Advances and pay any Assignment Amount Purchase Price prior to the Commitment Termination Expiry Date in accordance with the terms hereof) any related the Conduit Investor may sell an interest in the portion of the related Class Net Investment funded by it (including the related interest in the Asset Interest) Funded Amount hereunder for an aggregate purchase price equal to the lesser of (i) the maximum aggregate Assignment Amounts Purchase Price which would be payable if such the Conduit Investor assigned its entire interest in the Asset Interest payments on the VFNs at that time under Section 3.1, 2.07 and (ii) the aggregate unused available Commitments of the non-renewing Alternate Investors in such ClassInvestors, which purchase price shall be paid solely by such the non-renewing Alternate Investors, pro rata according to their respective Commitments. Unless the Servicer and the applicable Alternate Investor agree to the contrary, any Alternate Investor which does not consent to such extension by the day which is thirty (30) days prior to the then-current Commitment Expiry Date (or, if such day is not a Business Day, the immediately preceding Business Day), shall be deemed to have refused the Issuer's request for an extension of the Commitment Expiry Date. Following the payment of such purchase price, (iA) the extended Commitment Termination Expiry Date shall be effective with respect to the renewing Alternate Investors, (iiB) the related Class Facility Limit Maximum Funded Amount shall automatically be reduced on the then-current Commitment Expiry Date by the aggregate of the Commitments of all non-renewing Alternate Investors (it being understood that amounts necessary to reduce the related Class Facility Limit shall be payable solely in accordance with Section 2.12 and shall not be an immediate payment obligation of the SPV) Investors, and (iiiC) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Alternate Investors. Prior to the Termination Date, all amounts which, under Section 2.12 which are to be applied in reduction of the related Class Net InvestmentFunded Amount, up to the aggregate Class Net Investment Funded Amount sold to the non-renewing Alternate Investors as described above in this subsection, shall be distributed to the non-renewing Alternate Investors ratably according to the aggregate Investments Variable Funding Note Interests held by them, in reduction of such InvestmentsVariable Funding Note Interests. On and after the Termination Date, each non-renewing Alternate Investor shall be entitled to receive distributions as otherwise provided in Section 2.12, such herein based on its pro rata share of the Non-Renewing Investor Percentage; provided that all distributions of Collections pursuant to Section 2.12 proceeds on the VFNs thereafter shall be allocated among between the non-renewing Alternate Investors and the other Alternate Investors in accordance with each such Alternate Investor’s pro rata share (based on the portion of the Net Investment funded by it as of the Termination Date) of Non-Renewing Investor Percentage and the Alternate Investor Percentage of the related Class Net InvestmentPercentage, respectively. When (after the expiration of the Commitments of the non-renewing Alternate Investors) the aggregate of the Investments Variable Funding Note Interests described above in this subsection shall have been reduced to zero and all accrued Yield interest allocable thereto and all other Aggregate Unpaids amounts owing to such non-renewing Alternate Investors hereunder shall have been paid to such Alternate Investors in full, then such non-renewing Alternate Investors shall cease to be parties to this Agreement for any purpose.

Non-Renewing Alternate Investors. (a) The SPV may request that the Alternate Investors renew their Commitments hereunder by providing written request for renewal to each Alternate Investors no more than 60 days and not less than 45 days prior to the then-current Commitment Termination Date. (b) If at any time the SPV so requests that the Alternate Investors renew their Commitments hereunder and some but less than all the Alternate Investors consent to such renewal within 15 30 days prior to of the then-current Commitment Termination DateSPV's request, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section SECTION 11.8. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating any such assignment. (ca) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date hereunder and some but less than all the Alternate Investors consent to such extension within 15 30 days prior to after the then-current Commitment Termination DateSPV's request, and if none or less than all the Commitments of the non-renewing Alternate Investors are assigned as provided in Section 3.3(bSECTION 3.3(A), then (without limiting the obligations of all the Alternate Investors to make Investments and pay any Assignment Amount prior to the Commitment Termination Date in accordance with the terms hereof) any related the Conduit Investor may sell an interest in the portion of the related Class Net Investment funded by it (including the related interest in and the Asset Interest) Interest hereunder for an aggregate purchase price equal to the lesser of (i) the maximum aggregate Assignment Amounts which that would be payable if such the Conduit Investor assigned its entire interest in the Asset Interest at that time under Section SECTION 3.1, and (ii) the aggregate unused available Commitments of the non-renewing Alternate Investors in such ClassInvestors, which purchase price shall be paid solely by such the non-renewing Alternate Investors, pro rata PRO RATA according to their respective Commitments. Following the payment of such purchase price, (i) the extended Commitment Termination Date shall be effective with respect to the renewing Alternate Investors, (ii) the related Class Facility Limit shall automatically be reduced by the aggregate of the Commitments of all non-renewing Alternate Investors (it being understood that amounts necessary to reduce the related Class Facility Limit shall be payable solely in accordance with Section 2.12 and shall not be an immediate payment obligation of the SPV) Investors, and (iii) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Alternate Investors. Prior to the Termination Date, all amounts whichthat, under Section SECTION 2.12 are to be applied in reduction of the related Class Net Investment, up to the aggregate Class Net Investment sold to the non-renewing Alternate Investors as described above in this subsection, shall be distributed to the non-renewing Alternate Investors ratably according to the aggregate Investments held by them, in reduction of such Investments. On and after the Termination Date, each non-renewing Alternate Investor shall be entitled to receive distributions as otherwise provided in Section SECTION 2.12, such that all distributions of Collections pursuant to Section SECTION 2.12 thereafter shall be allocated among the non-renewing Alternate Investors and the other Alternate Investors in accordance with each such Alternate Investor’s pro rata 's PRO RATA share (based on the portion of the Net Investment funded by it its Investments as of the Termination Date) of the Alternate Investor Percentage of the related Class Net Investment. When (after the expiration of the Commitments of the non-renewing Alternate Investors) the aggregate of the Investments described above in this subsection shall have been reduced to zero and all accrued Yield allocable thereto and all other Aggregate Unpaids owing to such non-renewing Alternate Investors shall have been paid to such Alternate Investors in full, then such non-renewing Alternate Investors shall cease to be parties to this Agreement for any purpose.. 37 Transfer and Administration Agreement 42