Common use of NOTE, MAINTENANCE OF BORROWING BASE; PAYMENTS; SERVICING AND COLLECTION Clause in Contracts

NOTE, MAINTENANCE OF BORROWING BASE; PAYMENTS; SERVICING AND COLLECTION. 5.1 The Loan shall be evidenced by the Note and shall be repaid according to its terms and such provisions of this Agreement as are applicable. Payments of the Loan and Note shall be made in immediately available funds. 5.2 Subject to Borrower's rights under paragraph 3.2 to provide replacement Eligible Instruments, if for any reason the aggregate principal amount of the Loan outstanding at any time shall exceed the then Borrowing Base, Borrower, without notice or demand, will immediately make to Lender a principal payment in an amount equal to such excess plus accrued and unpaid interest thereon. 5.3 Except as provided in this paragraph, Borrower will not be entitled to prepay the Loan, in whole or in part, until the Opening Prepayment Date. Borrower may prepay the Loan in full, but not in part, at any time prior to the Opening Prepayment Date if (a) Lender fails to approve a written request by Borrower to extend the Borrowing Term or to increase the Maximum Loan Amount, (b) such prepayment is required in good faith by another institutional lender providing additional financing to Borrower, and (c) at the time of the prepayment Borrower pays to Lender a prepayment premium equal to 4% of the then unpaid principal balance of the Loan. Thereafter, if (a) neither an Event of Default nor an act or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing, (b) Borrower has paid all sums due and payable to Lender in connection with the Loan, and (c) Borrower has given Lender at least 30 days prior written notice of the prepayment and paid to Lender at the time of prepayment a prepayment premium equal to a percentage, determined as set forth in Schedule A, of the then principal balance of the Loan, then Borrower shall have the option to prepay the Loan in full, but not in part. If there should occur a casualty to or condemnation of the Project or an acceleration of maturity following an Event of Default and such occurrence results in prepayment of the Loan or if prepayments result from other than voluntary, unsolicited prepayment (including payments received through collection) of the Receivables Collateral, a prepayment premium will be required in the amount specified in Schedule A of the then principal balance of the Loan being prepaid. (a) Collection Agent, as agent for Lender, shall collect payments on the Instruments constituting part of the Receivables Collateral and remit them to Lender on the last day of each month according to the terms of the Collection Agreement; and Borrower will immediately forward all such payments received by it to Collection Agent for the account of Lender. The Obligation to make, or any requirement that Lender receive, payments called for in the Documents will not be deemed satisfied until Lender actually receives such payments from Collection Agent. For the purpose of determining the adequacy of such payments, Borrower will furnish or will cause any Servicing Agent to furnish to Lender at Borrower's sole cost and expense, no later than the 10th day of each month commencing with the first full calendar month following the date of the initial Advance, a report, substantially in the format of Exhibit 7, showing through the last day of the preceding month, as to the Instruments which constitute part of the Receivables Collateral, opening and closing balances on each, all payments received on each Instrument which constitutes part of the Receivables Collateral, allocated as between principal, interest, late charges, taxes, or the like, present value calculations, average consumer interest rate and an itemization of delinquent accounts, extensions, refinances, prepayments, and other similar adjustments. On the basis of such reports, Lender will compute the amount, if any, which is due and payable by Borrower and will

NOTE, MAINTENANCE OF BORROWING BASE; PAYMENTS; SERVICING AND COLLECTION. 5.1 The Loan shall be evidenced by the Note and shall be repaid according to its terms and such provisions of this Agreement as are applicable. Payments of the Loan and Note shall be made in immediately available fundsfunds according to the terms of the Note. 5.2 Subject to Borrower's rights under paragraph 3.2 to provide replacement Eligible Instruments, ,if for any reason the aggregate principal amount of the Loan outstanding at any time shall exceed the then Borrowing BaseBase of all Eligible Instruments, Borrower, without notice or demand, will immediately make to Lender a principal payment in an amount equal to such excess plus accrued and unpaid interest thereonon such principal payment. 5.3 Except as provided in this paragraph, Borrower will shall not be entitled to prepay the Loanprepay, in whole or in part, the Loan until the Opening Prepayment Date. Borrower may prepay the Loan in full, but not in part, at any time prior to the Opening Prepayment Date if (a) Lender fails to approve a written request by Borrower to extend the Borrowing Term or to increase the Maximum Loan Amount, (b) such prepayment is required in good faith by another institutional lender providing additional financing to Borrower, and (c) at the time of the prepayment Borrower pays to Lender a prepayment premium equal to 4% of the then unpaid principal balance of the Loan. Thereafter, if (a) neither an Event of Default nor an act or event that, with notice or lapse of time or both, would constitute an Event of Default, Incipient Default has occurred and is continuing, (b) Borrower has paid all sums due and payable to Lender in connection with the Loan, and (c) Borrower has given Lender at least 30 days prior written notice of the prepayment and paid to Lender at the time of prepayment a prepayment premium equal to a percentage, determined as set forth in Schedule A, of the then principal balance of the Loan, then Borrower shall have the option to prepay the Loan in full, but not in part, upon 30 days prior written notice and the simultaneous payment of the Prepayment Premium on any date an installment is due on the Note. If (a) there should shall occur a casualty to or condemnation of the Project or an acceleration of maturity following an Event of Default and (b) such occurrence results in acceleration or prepayment of the Loan or if prepayments result from other than voluntary, unsolicited prepayment (including payments received through collection) of the Receivables CollateralLoan, a prepayment premium Prepayment Premium will be required in the amount specified in Schedule A which shall be determined as of and due on the earlier of the then principal balance date of acceleration or prepayment. The prohibition on prepayment and the Loan being prepaidrequirement to pay a Prepayment Premium shall not apply to prepayment resulting from the application of payments required from obligors on the Receivables Collateral (unless solicited by Borrower in contravention of its Obligations), from performance by Borrower of its Obligations under paragraph 3.2 or 5.2 (unless due to a misrepresentation or breach of warranty concerning the Designated Receivables Collateral). (a) Collection Agent, as agent for Lender, Lockbox Agent shall collect payments on the Instruments constituting part of the Receivables Collateral and and, remit them collected payments to Lender on the last day Business Day of each and every month after the date of first Advance, according to the terms of the Collection Lockbox Agreement; and Borrower will immediately forward all such payments received , or sooner if requested by it to Collection Agent for the account of Lender. The Obligation to make, or any requirement that Lender receive, payments called for in the Documents will Payments shall not be deemed satisfied received by Lender until Lender actually receives such payments from Collection Lockbox Agent. For the purpose of determining the adequacy of such payments, Borrower will furnish or will cause any Servicing Agent to furnish to Lender at Borrower's sole cost and expense, no later than the 10th day of each month commencing with the first full calendar month following the date of the initial Advance, a report, substantially in the format of Exhibit 7, showing through the last day of the preceding month, as to the Instruments which constitute part of the Receivables Collateral, opening and closing balances on each, all payments received on each Instrument which constitutes part of the Receivables Collateral, allocated as between principal, interest, late charges, taxes, or the like, present value calculations, average consumer interest rate and an itemization of delinquent accounts, extensions, refinances, prepayments, and other similar adjustments. On the basis of such reports, Lender will compute the amount, if any, which is due and payable by Borrower and will.

NOTE, MAINTENANCE OF BORROWING BASE; PAYMENTS; SERVICING AND COLLECTION. 5.1 The Loan shall be evidenced by the Note and shall be repaid according to its terms and such provisions of this Agreement as are applicable. Payments of the Loan and Note shall be made in immediately available fundsfunds according to the terms of the Note. 5.2 Subject to Borrower's rights under paragraph 3.2 to provide replacement Eligible Instruments, if for any reason the aggregate principal amount of the Loan outstanding at any time shall exceed the then Borrowing BaseBase of all Eligible Instruments, Borrower, without notice or demand, will immediately make to Lender a principal payment in an amount equal to such excess plus accrued and unpaid interest thereonon such principal payment. 5.3 Except as provided in this paragraph, Borrower will not be entitled to prepay the Loanprepay, in whole or in part, the Loan until the Opening Prepayment Date. Borrower may prepay the Loan in full, but not in part, at any time prior to the Opening Prepayment Date if (a) Lender fails to approve a written request by Borrower to extend the Borrowing Term or to increase the Maximum Loan Amount, (b) such prepayment is required in good faith by another institutional lender providing additional financing to Borrower, and (c) at the time of the prepayment Borrower pays to Lender a prepayment premium equal to 4% of the then unpaid principal balance of the Loan. Thereafter, if (a) neither an Event of Default nor an act or event that, with notice or lapse of time or both, would constitute an Event of Default, Incipient Default has occurred and is continuing, (b) Borrower has paid all sums due and payable to Lender in connection with the Loan, and (c) Borrower has given Lender at least 30 days prior written notice of the prepayment and paid to Lender at the time of prepayment a prepayment premium equal to a percentage, determined as set forth in Schedule A, of the then principal balance of the Loan, then Borrower shall have the option to prepay the Loan in full, but not in part, upon 60 days prior written notice and the simultaneous payment of the Prepayment Premium on any date an installment is due on the Note. If (a) there should shall occur a casualty to or condemnation of the Project or an acceleration of maturity following an Event of Default and such occurrence results in acceleration of the Loan, or if (b) there shall occur a casualty to or condemnation of all or any portion of any Project and such occurrence results in prepayment of the Loan or if prepayments result from other than voluntary, unsolicited prepayment (including payments received through collection) of the Receivables CollateralLoan, a prepayment premium Prepayment Premium will be required in the amount specified in Schedule A which shall be determined as of and due on the earlier of the then principal balance date of the Loan being prepaid.acceleration or prepayment. The prohibition (a) Collection Agent, as agent for Lender, Lockbox Agent shall collect payments on the Instruments constituting part of the Receivables Collateral and remit them collected payments to Lender on the last day Business Day of each month and every week after the date of first Advance, according to the terms of the Collection Lockbox Agreement; and Borrower will immediately forward all such payments received by it to Collection Agent for the account of Lender. The Obligation to make, or any requirement that Lender receive, payments called for in the Documents will Payments shall not be deemed satisfied received by Lender until Lender actually receives such payments from Collection Lockbox Agent. For the purpose of determining the adequacy of such payments, Borrower will furnish or will cause any Servicing Agent to shall furnish to Lender at Borrower's sole cost and expense, no later than the 10th tenth (10th) day of each month commencing with the first full calendar month following the date of the initial Advancethis Agreement, a report, substantially in the format of Exhibit 7EXHIBIT K, showing through the last day which: (i) shows as of the preceding month, as to the Instruments which constitute part end of the Receivables Collateral, opening and closing balances on each, all payments received on prior month with respect to each Instrument which constitutes part of the Receivables CollateralCollateral (A) all payments received, allocated as between principal, interest, late charges, charges and taxes, or (B) the likeopening and closing balances, (C) present value calculationsvalue, (D) average consumer interest rate rate, and an itemization of delinquent accounts, (E) extensions, refinances, prepayments, and other similar adjustments; and (ii) indicates delinquencies of thirty (30), sixty (60) and ninety (90) days and in excess of ninety (90) days. On the basis of such reports, Lender will compute the amount, if any, which is was due and payable by Borrower on the last Business Day of the preceding month and willwill notify Borrower of any amount due. If such reports are not timely received, Lender may estimate the amount which was due and payable. Borrower will pay upon demand the amount determined by Lender to be due and payable. If payment is made on the basis of Lender's estimate and thereafter reports required by this paragraph are received by Lender, the estimated payment amount shall be adjusted by an additional payment or a refund to the correct amount, as the reports may indicate; such additional amount to be paid by Borrower upon demand and such refund to be made by Lender within five (5) Business Days after receipt of written request therefor by Borrower. At the end of each calendar quarter, Borrower will deliver or cause the Servicing Agent to deliver to Lender a (b) At any time following the occurrence of an Event of Default (and regardless of whether such Event of Default is cured), at Lender's election, an independent Servicing Agent may be engaged under a Servicing Agreement and Borrower shall cooperate in such appointment. Lender, subject to any restriction contained in the Lockbox Agreement or the Servicing Agreement, as the case may be, may at any time and from time to time in its discretion substitute or require Borrower to substitute a successor or successors to any Agent acting under the Lockbox Agreement or (at any time after appointment of a Servicing Agent other than Borrower pursuant to the terms of this Agreement) the Servicing Agreement. 5.5 Subject to Lender's rights under Article VII, all proceeds from the Receivables Collateral (except payments which are identified by Purchasers as tax and insurance impounds or maintenance and other assessment payments and are required to be so treated by Borrower) and the other security shall be applied as follows: first to the payment of all late charges, costs, fees and expenses required by the Documents to be paid by Borrower; second to accrued and unpaid interest due on the Note; third to the unpaid principal balance of the Note; and then to the other Obligations in such order and manner as Lender may determine. Unless and until all the Obligations have been Performed, Borrower shall have no right to any portion of the proceeds of the Receivables Collateral; provided, however, that any payments which are received by Lender which are identified by Purchasers as assessment payments will be delivered to Borrower within thirty (30) days of Lender's receipt thereof. 5.6 Whether or not the proceeds from the Receivables Collateral shall be sufficient for that purpose, Borrower will pay when due all payments required to be made pursuant to any of the Documents, Borrower's Obligation to make such payments being absolute and unconditional.

NOTE, MAINTENANCE OF BORROWING BASE; PAYMENTS; SERVICING AND COLLECTION. 5.1 The Loan shall be evidenced by the Note and shall be repaid according to its terms and such provisions of this Agreement as are applicable. Payments of the Loan and Note shall be made in immediately available fundsfunds according to the terms of the Note. 5.2 Subject to Without limitation of Borrower's rights Obligations under paragraph 3.2 to provide replacement Eligible Instruments3.2, if for any reason the aggregate principal amount of the Loan outstanding at any time shall exceed the then Borrowing BaseBase of all Eligible Instruments for any reason other than an Instrument or Instruments not qualifying or ceasing to qualify as Eligible Instruments (which is addressed by paragraph 3.2 above), Borrower, without notice or demand, will immediately make to Lender a principal payment in an amount equal to such excess plus accrued and unpaid interest thereonon such principal payment. 5.3 Except as provided in this paragraph, Borrower will not be entitled to prepay the Loanprepay, in whole or in part, the Loan until the Opening Prepayment DateDate except as expressly provided in this paragraph. Borrower may shall be entitled (and is obligated) to prepay the Loan to the extent the prepayment ("Normal Prepayment") results from the application of payments required from obligors on the Receivables Collateral (unless solicited by Borrower in full, but not contravention of its Obligations) or from performance by Borrower of its Obligations under paragraph 3.2 or 5.2 (unless due to a misrepresentation or breach of warranty concerning the Receivables Collateral qualifying as Eligible Instruments); and Borrower shall have no obligation to pay any Prepayment Premium in connection with a Normal Prepayment. Borrower shall also be entitled to make a single prepayment of the Loan (which prepayment may be in whole or in part, at any time ) prior to the Opening Prepayment Date if (a) Lender fails to approve a written request by Borrower to extend expiration of the Borrowing Term or Term; and although Borrower shall have no obligation to increase the Maximum Loan Amount, (b) such prepayment is required in good faith by another institutional lender providing additional financing to Borrower, and (c) pay any Prepayment Premium at the time of the prepayment such prepayment, Borrower pays shall pay to Lender upon the expiration of the Borrowing Term a prepayment premium Prepayment Premium in an amount equal to 4the product of 6% times the excess of the then unpaid principal balance of the Loan. Thereafter, if (a) the amount of the prepayment made pursuant to this sentence over (b) the aggregate Advances made after such prepayment and before the expiration of the Borrowing Term. Furthermore, commencing on the Opening Prepayment Date, if neither an Event of Default nor an act or event that, with notice or lapse of time or both, would constitute an Event of Default, Incipient Default has occurred and is continuing, (b) Borrower has paid all sums due and payable to Lender in connection with the Loan, and (c) Borrower has given Lender at least 30 days prior written notice of the prepayment and paid to Lender at the time of prepayment a prepayment premium equal to a percentage, determined as set forth in Schedule A, of the then principal balance of the Loan, then Borrower shall have the option to prepay the Loan in full, but not in part. If there should occur a casualty , upon 60 days prior written notice to or condemnation of Lender and the Project or an acceleration of maturity following an Event of Default and such occurrence results in prepayment simultaneous payment of the Loan or if prepayments result from other than voluntary, unsolicited prepayment (including payments received through collection) of the Receivables Collateral, a prepayment premium will be required in the amount specified in Schedule A of the then principal balance of the Loan being prepaid.and (a) Collection Agent, as agent for Lender, Lockbox Agent shall collect payments on the Instruments constituting part of the Receivables Collateral and remit them collected payments to Lender on the fifteenth (15th) day (or, if not a Business Day, the next Business Day) and last day Business Day of each and every month after the date of first Advance, according to the terms of the Collection Lockbox Agreement; and Borrower will immediately forward all such payments received by it to Collection Agent for the account of Lender. The Obligation to make, or any requirement that Lender receive, payments called for in the Documents will Payments shall not be deemed satisfied received by Lender until Lender actually receives such payments from Collection Lockbox Agent. For the purpose of determining the adequacy of such payments, Borrower will furnish or will cause any Servicing Agent to shall furnish to Lender at Borrower's sole cost and expense, no later than the 10th tenth (10th) day of each month commencing with the first full calendar month following the date of the initial Advancethis Agreement, a report, substantially in the format of Exhibit 7EXHIBIT K, showing through the last day which: (i) shows as of the preceding month, as to the Instruments which constitute part end of the Receivables Collateral, opening and closing balances on each, all payments received on prior month with respect to each Instrument which constitutes part of the Receivables CollateralCollateral (A) all payments received, allocated as between principal, interest, late charges, charges and taxes, or (B) the likeopening and closing balance, (C) present value calculationsvalue, (D) average consumer interest rate rate, and an itemization of delinquent accounts, (E) extensions, refinances, prepayments, and other similar adjustments; and (ii) indicates (A) the average consumer interest rate of all Instruments which constitute part of the Receivables Collateral and (B) delinquencies on principal and interest payments of thirty (30), sixty (60) and ninety (90) days and on principal, interest and assessment payments in excess of ninety (90) days. On the basis of such reports, Lender will compute the amount, if any, which is was due and payable by Borrower during the preceding month and willwill notify Borrower of any amount due. If such reports are not timely received, Lender may estimate the amount which was due and payable. Borrower will pay within five (5) Business Days after demand the amount determined by Lender to be due and payable. If payment is made on the basis of Lender's estimate and thereafter reports required by this paragraph are received by Lender, the estimated payment amount shall be adjusted by an additional payment or a refund to the correct amount, as the reports may indicate; such additional amount to be paid by Borrower upon demand and such refund to be made by Lender within