Purchase and Sale Commitment. (a) Subject to the terms and conditions of this Agreement, from time to time during the Term but not more frequently than twice per week upon receipt by the Purchaser of a Funding Request, the Purchaser shall purchase Contracts and Related Rights aggregating at least 10.0% of the Seller’s Consumer Installment Loan Product originations (the “Minimum Volume”), subject to the Seller’s obligations under the Financing Facility Documents, by paying the applicable Purchase Price; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one Table of Contents time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time. (b) Subject to the terms and conditions of this Agreement and the Seller’s obligations under the Financing Facility Documents, from time to time during the Term, the Seller shall sell to the Purchaser 10.0% of its Consumer Installment Loan Product originations; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided, further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time. (c) The Purchaser’s obligations under this Section 2.2 shall terminate upon the occurrence of any of the following events, unless waived by the Purchaser, in each case subject to any cure period specified in the related agreements (each such event a “Commitment Termination Event”): (i) The occurrence of a Financing Document Default. (ii) The outstanding principal balance of Renewal Receivables (including any “Renewal Receivables” under the ECO Purchase Agreement or the EFCH Purchase Agreement) as a percentage of the Combined Outstanding Receivables Balance, is less than 60%, calculated on a three-month moving average basis. (iii) As of the last day of any period consisting of six (6) consecutive calendar months, the aggregate outstanding balance of Receivables purchased by the Purchaser during such period that are thirty (30) or more days delinquent is greater than 4.0% of the aggregate outstanding balance of the Receivables purchased by the Purchaser in the immediately preceding six (6) months; (iv) Any failure by the Seller to repurchase Receivables as required under Section 2.4 of this Agreement. (v) A Servicer Default or Servicer Event of Default, as defined in the Servicing Agreement. (vi) Any other Seller Event of Default. (vii) A Performance Guaranty Default. Table of Contents (viii) A Concentration Limit, as applied to the Receivables purchased by the Purchaser hereunder, the ECO Receivables and the EFCH Receivables, taken together, is exceeded for three consecutive weeks. (ix) A change, deemed material by the Purchaser, in the Seller’s or the Nevada Originator’s policy relating to the “Good Customer Program” or any such similar program that could incentivize Obligors to prepay Receivables prior to their scheduled maturity date. For this purpose, “material” means that the economics of the Receivables given the applicable Purchase Price could be materially different from the economics of the Receivables without the change. (x) The occurrence of a material adverse “headline” event whereby the Seller, the Nevada Originator or any Affiliate of the Seller or the Nevada Originator were to be fined or made to pay restitution by a regulator or other Governmental Authority (including a court) in an amount exceeding $5,000,000. (xi) The Purchaser, any [***] Investor or any other Affiliate of the Purchaser is named or included as a defendant in any material lawsuit or governmental action in connection with this Agreement, or is otherwise named or included in connection with any regulatory investigation of the Seller or the Nevada Originator or any Affiliate of the Seller or the Nevada Originator. (xii) As of the last day of any period consisting of three (3) consecutive calendar months, the ratio of the aggregate initial principal balance of all Receivables sold by the Seller to third parties (including the Purchaser) unaffiliated with the Seller over the aggregate initial principal balance of all Receivables originated by the Seller during such period exceeds 25%. (xiii) As of the last day of any period consisting of six (6) consecutive calendar months, the ratio of the aggregate initial principal balance of Renewal Receivables purchased by the Purchaser during such period over the aggregate initial principal balance of all Receivables purchased by the Purchaser during such period is less than 65%. (xiv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Renewal Receivables purchased by the Purchaser during such period is less than 28%. (xv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Receivables that are not Renewal Receivables purchased by the Purchaser during such period is less than 34%. (xvi) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average original term to maturity (weighted by initial principal balance) of all Receivables purchased by the Purchaser during such period is less than 24 months. (xvii) As of the last day of a calendar month, the ratio of the aggregate Outstanding Receivables Balance of Delinquent Receivables purchased by the Purchaser over the aggregate Outstanding Receivables Balance of all Receivables purchased by the Purchaser exceeds 9.5%. Table of Contents (d) Until such time (if any) as the Purchaser shall otherwise instruct the Seller in writing, the Seller shall allocate the Contracts and Related Rights purchased by the Purchaser on any Purchase Date among the [***] Investors by allocating to each of them Receivables having an aggregate Outstanding Receivable Balance equal to the product of (i) the Purchase Percentage of such [***] Investor, and (ii) the aggregate Outstanding Receivable Balance of all Receivables then being purchased by the Purchaser (subject to such rounding as the Seller reasonably deems necessary). The Seller shall make each such allocation of Receivables through a random or mechanical method not intended by it to materially favor or disfavor any [***] Investor over any other. The Purchaser may by written notice delivered to the Seller from time to time change the Purchase Percentages; provided that (i) the Purchaser may not deliver more than one such notice in any calendar month, (ii) the Purchaser shall deliver each such notice not less than three Business Days before it is to take effect, (iii) the sum of the Purchase Percentages shall always equal 100%, and (iv) subject to the immediately preceding clause (iii), the Purchase Percentage of each [***] Investor shall at all times be either (A) 0%, or (B) an integral multiple of 1% that is not less than 10%; and provided further that, except as the Seller may otherwise consent, at all times either (i) the sum of the Purchase Percentages of the 2016 [***] Investors shall be 100% and the Purchase Percentage of each of the 2017 [***] Investors shall be 0%, or (ii) the sum of the Purchase Percentages of the 2017 [***] Investors shall be 100% and the Purchase Percentage of each of the 2016 [***] Investors shall be 0%. The Seller shall for each Purchase Date prepare a written list of the specific Receivables it has allocated to each [***] Investor and shall provide copies of such list to the Purchaser and the Servicer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oportun Financial Corp)
Purchase and Sale Commitment. (a) Subject to the terms and conditions of this Agreement, from time to time during the Term but not more frequently than twice per week upon receipt by the Purchaser of a Funding Request, the Purchaser shall purchase Contracts and Related Rights aggregating at least 10.0% of the Seller’s Consumer Installment Loan Product originations (the “Minimum Volume”), subject to the Seller’s obligations under the Financing Facility Documents, by paying the applicable Purchase Price; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% (the “Maximum Volume”) upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one Table of Contents time, and (i) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time, and (ii) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 11, 2019 to and including November 10, 2020 shall not exceed $[***] at any one time.
(b) Subject to the terms and conditions of this Agreement and the Seller’s obligations under the Financing Facility Documents, from time to time during the Term, the Seller shall sell to the Purchaser 10.0% the Minimum Volume of its Consumer Installment Loan Product originations; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% the Maximum Volume upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided, further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one time, and (i) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time, and (ii) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 11, 2019 to and including November 10, 2020 shall not exceed $[***] at any one time.
(c) The Purchaser’s obligations under this Section 2.2 shall terminate upon the occurrence of any of the following events, unless waived by the Purchaser, in each case subject to any cure period specified in the related agreements (each such event a “Commitment Termination Event”):
(i) The occurrence of a Financing Document Default.
(ii) The outstanding principal balance of Renewal Receivables (including any “Renewal Receivables” under the ECO Purchase Agreement or the EFCH Purchase Agreement) as a percentage of the Combined Outstanding Receivables Balance, is less than 60%, calculated on a three-month moving average basis.
(iii) As of the last day of any period consisting of six (6) consecutive calendar months, the aggregate outstanding balance of Receivables purchased by the Purchaser during such period that are thirty (30) or more days delinquent is greater than 4.0% of the aggregate outstanding balance of the Receivables purchased by the Purchaser in the immediately preceding six (6) months;
(iv) Any failure by the Seller to repurchase Receivables as required under Section 2.4 of this Agreement.
(v) A Servicer Default or Servicer Event of Default, as defined in the Servicing Agreement.
(vi) Any other Seller Event of Default.
(vii) A Performance Guaranty Default. Table of Contents.
(viii) A Concentration Limit, as applied to the Receivables purchased by the Purchaser hereunder, the ECO Receivables and the EFCH Receivables, taken together, is exceeded for three consecutive weeks.
(ix) A change, deemed material by the Purchaser, in the Seller’s or the Nevada Originator’s policy relating to the “Good Customer Program” or any such similar program that could incentivize Obligors to prepay Receivables prior to their scheduled maturity date. For this purpose, “material” means that the economics of the Receivables given the applicable Purchase Price could be materially different from the economics of the Receivables without the change.
(x) The occurrence of a material adverse “headline” event whereby the Seller, the Nevada Originator or any Affiliate of the Seller or the Nevada Originator were to be fined or made to pay restitution by a regulator or other Governmental Authority (including a court) in an amount exceeding $5,000,000.
(xix) The Purchaser, any [***] Xxxxxxxxx Investor or any other Affiliate of the Purchaser is named or included as a defendant in any material lawsuit or governmental action in connection with this Agreement, or is otherwise named or included in connection with any regulatory investigation of the Seller or the Nevada Originator or any Affiliate of the Seller or the Nevada Originator.
(xiixi) As of the last day of any period consisting of three (3) consecutive calendar months, the ratio of the aggregate initial principal balance of all Receivables sold by the Seller to third parties (including the Purchaser) unaffiliated with the Seller over the aggregate initial principal balance of all Receivables originated by the Seller during such period exceeds 25%.
(xiiixii) As of the last day of any period consisting of six (6) consecutive calendar months, the ratio of the aggregate initial principal balance of Renewal Receivables purchased by the Purchaser during such period over the aggregate initial principal balance of all Receivables purchased by the Purchaser during such period is less than 6572%.
(xivxiii) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Renewal Receivables purchased by the Purchaser during such period is less than 2830.5%.
(xvxiv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Receivables that are not Renewal Receivables purchased by the Purchaser during such period is less than 3433.5%.
(xvixv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average original term to maturity (weighted by initial principal balance) of all Receivables purchased by the Purchaser during such period is less than 24 28 months.
(xvi) As of the last day of a calendar month, the Three-Month Average Delinquency Percentage for such calendar month exceeds 9.5%.
(xvii) As of the last day of a calendar month, the ratio of the aggregate Outstanding Receivables Balance of Delinquent Receivables purchased by the Purchaser over the aggregate Outstanding Receivables Balance of all Receivables purchased by the Purchaser Three-Month Average Default Percentage for any calendar month exceeds 9.517.0%. Table of Contents .
(d) Until such time (if any) as the Purchaser shall otherwise instruct the Seller in writing, the Seller shall allocate the Contracts and Related Rights purchased by the Purchaser on any Purchase Date among the [***] Xxxxxxxxx Investors by allocating to each of them Receivables having an aggregate Outstanding Receivable Balance equal to the product of (i) the Purchase Percentage of such [***] Xxxxxxxxx Investor, and (ii) the aggregate Outstanding Receivable Balance of all Receivables then being purchased by the Purchaser (subject to such rounding as the Seller reasonably deems necessary). The Seller shall make each such allocation of Receivables through a random or mechanical method not intended by it to materially favor or disfavor any [***] Xxxxxxxxx Investor over any other. The Purchaser may by written notice delivered to the Seller from time to time change the Purchase Percentages; provided that (i) the Purchaser may not deliver more than one such notice in any calendar month, (ii) the Purchaser shall deliver each such notice not less than three Business Days before it is to take effect, (iii) the sum of the Purchase Percentages shall always equal 100%, and (iv) subject to the immediately preceding clause (iii), the Purchase Percentage of each [***] Xxxxxxxxx Investor shall at all times be either (A) 0%, or (B) an integral multiple of 1% that is not less than 10%; and provided further that, except as the Seller may otherwise consent, at all times either (i) the sum of the Purchase Percentages of the 2016 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2017 [***] Xxxxxxxxx Investors shall be 0%, or (ii) the sum of the Purchase Percentages of the 2017 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2016 [***] Xxxxxxxxx Investors shall be 0%. The Seller shall for each Purchase Date prepare a written list of the specific Receivables it has allocated to each [***] Xxxxxxxxx Investor and shall provide copies of such list to the Purchaser and the Servicer.
(e) Any Similar Replacement Loans sold by the Seller to the Purchaser pursuant to Section 2.8 of the Agreement (i) shall not be included in the numerator or the denominator for purposes of calculating the Minimum Volume and the Maximum Volume, (ii) shall not be included in the aggregate principal amount of Receivables purchased by the Purchaser under this Agreement for the period commencing on November 11, 2019 and ending on November 10, 2020 for purposes of the Purchase Termination Date and (iii) shall be included in the Combined Outstanding Receivables Balance pursuant to Sections 2.2(a) and 2.2(b).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oportun Financial Corp)
Purchase and Sale Commitment. (a) Subject to the terms and conditions of this Agreement, from time to time during the Term but not more frequently than twice per week upon receipt by the Purchaser of a Funding Request, the Purchaser shall purchase Contracts and Related Rights aggregating at least 10.0% of the Seller’s Consumer Installment Loan Product originations (the “Minimum Volume”), subject to the Seller’s obligations under the Financing Facility Documents, by paying the applicable Purchase Price; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% (the “Maximum Volume”) upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one Table of Contents time, and (i) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time, and (ii) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 11, 2019 to and including November 10, 2020 shall not exceed $[***] at any one time.
(b) Subject to the terms and conditions of this Agreement and the Seller’s obligations under the Financing Facility Documents, from time to time during the Term, the Seller shall sell to the Purchaser 10.0% the Minimum Volume of its Consumer Installment Loan Product originations; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% the Maximum Volume upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided, further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one time, and (i) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time, and (ii) the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 11, 2019 to and including November 10, 2020 shall not exceed $[***] at any one time.
(c) The Purchaser’s obligations under this Section 2.2 shall terminate upon the occurrence of any of the following events, unless waived by the Purchaser, in each case subject to any cure period specified in the related agreements (each such event a “Commitment Termination Event”):
(i) The occurrence of a Financing Document Default.
(ii) The outstanding principal balance of Renewal Receivables (including any “Renewal Receivables” under the ECO Purchase Agreement or the EFCH Purchase Agreement) as a percentage of the Combined Outstanding Receivables Balance, is less than 60%, calculated on a three-month moving average basis.
(iii) As of the last day of any period consisting of six (6) consecutive calendar months, the aggregate outstanding balance of Receivables purchased by the Purchaser during such period that are thirty (30) or more days delinquent is greater than 4.0% of the aggregate outstanding balance of the Receivables purchased by the Purchaser in the immediately preceding six (6) months;
(iv) Any failure by the Seller to repurchase Receivables as required under Section 2.4 of this Agreement.
(v) A Servicer Default or Servicer Event of Default, as defined in the Servicing Agreement.
(vi) Any other Seller Event of Default.
(vii) A Performance Guaranty Default. Table of Contents.
(viii) A Concentration Limit, as applied to the Receivables purchased by the Purchaser hereunder, the ECO Receivables and the EFCH Receivables, taken together, is exceeded for three consecutive weeks.
(ix) A change, deemed material by the Purchaser, in the Seller’s or the Nevada Originator’s policy relating to the “Good Customer Program” or any such similar program that could incentivize Obligors to prepay Receivables prior to their scheduled maturity date. For this purpose, “material” means that the economics of the Receivables given the applicable Purchase Price could be materially different from the economics of the Receivables without the change.
(x) The occurrence of a material adverse “headline” event whereby the Seller, the Nevada Originator or any Affiliate of the Seller or the Nevada Originator were to be fined or made to pay restitution by a regulator or other Governmental Authority (including a court) in an amount exceeding $5,000,000.
(xix) The Purchaser, any [***] Xxxxxxxxx Investor or any other Affiliate of the Purchaser is named or included as a defendant in any material lawsuit or governmental action in connection with this Agreement, or is otherwise named or included in connection with any regulatory investigation of the Seller or the Nevada Originator or any Affiliate of the Seller or the Nevada Originator.
(xiixi) As of the last day of any period consisting of three (3) consecutive calendar months, the ratio of the aggregate initial principal balance of all Receivables sold by the Seller to third parties (including the Purchaser) unaffiliated with the Seller over the aggregate initial principal balance of all Receivables originated by the Seller during such period exceeds 25%.
(xiiixii) As of the last day of any period consisting of six (6) consecutive calendar months, the ratio of the aggregate initial principal balance of Renewal Receivables purchased by the Purchaser during such period over the aggregate initial principal balance of all Receivables purchased by the Purchaser during such period is less than 6572%.
(xivxiii) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Renewal Receivables purchased by the Purchaser during such period is less than 2830.5%.
(xvxiv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Receivables that are not Renewal Receivables purchased by the Purchaser during such period is less than 34%.
(xvixv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average original term to maturity (weighted by initial principal balance) of all Receivables purchased by the Purchaser during such period is less than 24 28 months.
(xvi) As of the last day of a calendar month, the Three-Month Average Delinquency Percentage for such calendar month exceeds 9.5%.
(xvii) As of the last day of a calendar month, the ratio of the aggregate Outstanding Receivables Balance of Delinquent Receivables purchased by the Purchaser over the aggregate Outstanding Receivables Balance of all Receivables purchased by the Purchaser Three-Month Average Default Percentage for any calendar month exceeds 9.517.0%. Table of Contents .
(d) Until such time (if any) as the Purchaser shall otherwise instruct the Seller in writing, the Seller shall allocate the Contracts and Related Rights purchased by the Purchaser on any Purchase Date among the [***] Xxxxxxxxx Investors by allocating to each of them Receivables having an aggregate Outstanding Receivable Balance equal to the product of (i) the Purchase Percentage of such [***] Xxxxxxxxx Investor, and (ii) the aggregate Outstanding Receivable Balance of all Receivables then being purchased by the Purchaser (subject to such rounding as the Seller reasonably deems necessary). The Seller shall make each such allocation of Receivables through a random or mechanical method not intended by it to materially favor or disfavor any [***] Xxxxxxxxx Investor over any other. The Purchaser may by written notice delivered to the Seller from time to time change the Purchase Percentages; provided that (i) the Purchaser may not deliver more than one such notice in any calendar month, (ii) the Purchaser shall deliver each such notice not less than three Business Days before it is to take effect, (iii) the sum of the Purchase Percentages shall always equal 100%, and (iv) subject to the immediately preceding clause (iii), the Purchase Percentage of each [***] Xxxxxxxxx Investor shall at all times be either (A) 0%, or (B) an integral multiple of 1% that is not less than 10%; and provided further that, except as the Seller may otherwise consent, at all times either (i) the sum of the Purchase Percentages of the 2016 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2017 [***] Xxxxxxxxx Investors shall be 0%, or (ii) the sum of the Purchase Percentages of the 2017 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2016 [***] Xxxxxxxxx Investors shall be 0%. The Seller shall for each Purchase Date prepare a written list of the specific Receivables it has allocated to each [***] Xxxxxxxxx Investor and shall provide copies of such list to the Purchaser and the Servicer.
(e) Any Similar Replacement Loans sold by the Seller to the Purchaser pursuant to Section 2.8 of the Agreement (i) shall not be included in the numerator or the denominator for purposes of calculating the Minimum Volume and the Maximum Volume, (ii) shall not be included in the aggregate principal amount of Receivables purchased by the Purchaser under this Agreement for the period commencing on November 11, 2019 and ending on November 10, 2020 for purposes of the Purchase Termination Date and (iii) shall be included in the Combined Outstanding Receivables Balance pursuant to Sections 2.2(a) and 2.2(b).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oportun Financial Corp)
Purchase and Sale Commitment. (a) Subject to the terms and conditions of this Agreement, from time to time during the Term but not more frequently than twice per week upon receipt by the Purchaser of a Funding Request, the Purchaser shall purchase Contracts and Related Rights aggregating at least 10.0% of the Seller’s Consumer Installment Loan Product originations (the “Minimum Volume”), subject to the Seller’s obligations under the Financing Facility Documents, by paying the applicable Purchase Price; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one Table of Contents time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time.
(b) Subject to the terms and conditions of this Agreement and the Seller’s obligations under the Financing Facility Documents, from time to time during the Term, the Seller shall sell to the Purchaser 10.0% of its Consumer Installment Loan Product originations; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided, further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time.
(c) The Purchaser’s obligations under this Section 2.2 shall terminate upon the occurrence of any of the following events, unless waived by the Purchaser, in each case subject to any cure period specified in the related agreements (each such event a “Commitment Termination Event”):
(i) The occurrence of a Financing Document Default.
(ii) The outstanding principal balance of Renewal Receivables (including any “Renewal Receivables” under the ECO Purchase Agreement or the EFCH Purchase Agreement) as a percentage of the Combined Outstanding Receivables Balance, is less than 60%, calculated on a three-month moving average basis.
(iii) As of the last day of any period consisting of six (6) consecutive calendar months, the aggregate outstanding balance of Receivables purchased by the Purchaser during such period that are thirty (30) or more days delinquent is greater than 4.0% of the aggregate outstanding balance of the Receivables purchased by the Purchaser in the immediately preceding six (6) months;
(iv) Any failure by the Seller to repurchase Receivables as required under Section 2.4 of this Agreement.
(v) A Servicer Default or Servicer Event of Default, as defined in the Servicing Agreement.
(vi) Any other Seller Event of Default.
(vii) A Performance Guaranty Default. Table of Contents
(viii) A Concentration Limit, as applied to the Receivables purchased by the Purchaser hereunder, the ECO Receivables and the EFCH Receivables, taken together, is exceeded for three consecutive weeks.
(ix) A change, deemed material by the Purchaser, in the Seller’s or the Nevada Originator’s policy relating to the “Good Customer Program” or any such similar program that could incentivize Obligors to prepay Receivables prior to their scheduled maturity date. For this purpose, “material” means that the economics of the Receivables given the applicable Purchase Price could be materially different from the economics of the Receivables without the change.
(x) The occurrence of a material adverse “headline” event whereby the Seller, the Nevada Originator or any Affiliate of the Seller or the Nevada Originator were to be fined or made to pay restitution by a regulator or other Governmental Authority (including a court) in an amount exceeding $5,000,000.
(xi) The Purchaser, any [***] Xxxxxxxxx Investor or any other Affiliate of the Purchaser is named or included as a defendant in any material lawsuit or governmental action in connection with this Agreement, or is otherwise named or included in connection with any regulatory investigation of the Seller or the Nevada Originator or any Affiliate of the Seller or the Nevada Originator.
(xii) As of the last day of any period consisting of three (3) consecutive calendar months, the ratio of the aggregate initial principal balance of all Receivables sold by the Seller to third parties (including the Purchaser) unaffiliated with the Seller over the aggregate initial principal balance of all Receivables originated by the Seller during such period exceeds 25%.
(xiii) As of the last day of any period consisting of six (6) consecutive calendar months, the ratio of the aggregate initial principal balance of Renewal Receivables purchased by the Purchaser during such period over the aggregate initial principal balance of all Receivables purchased by the Purchaser during such period is less than 65%.
(xiv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Renewal Receivables purchased by the Purchaser during such period is less than 28%.
(xv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Receivables that are not Renewal Receivables purchased by the Purchaser during such period is less than 34%.
(xvi) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average original term to maturity (weighted by initial principal balance) of all Receivables purchased by the Purchaser during such period is less than 24 months.
(xvii) As of the last day of a calendar month, the ratio of the aggregate Outstanding Receivables Balance of Delinquent Receivables purchased by the Purchaser over the aggregate Outstanding Receivables Balance of all Receivables purchased by the Purchaser exceeds 9.5%. Table of Contents (d) Until such time (if any) as the Purchaser shall otherwise instruct the Seller in writing, the Seller shall allocate the Contracts and Related Rights purchased by the Purchaser on any Purchase Date among the [***] Xxxxxxxxx Investors by allocating to each of them Receivables having an aggregate Outstanding Receivable Balance equal to the product of (i) the Purchase Percentage of such [***] Xxxxxxxxx Investor, and (ii) the aggregate Outstanding Receivable Balance of all Receivables then being purchased by the Purchaser (subject to such rounding as the Seller reasonably deems necessary). The Seller shall make each such allocation of Receivables through a random or mechanical method not intended by it to materially favor or disfavor any [***] Xxxxxxxxx Investor over any other. The Purchaser may by written notice delivered to the Seller from time to time change the Purchase Percentages; provided that (i) the Purchaser may not deliver more than one such notice in any calendar month, (ii) the Purchaser shall deliver each such notice not less than three Business Days before it is to take effect, (iii) the sum of the Purchase Percentages shall always equal 100%, and (iv) subject to the immediately preceding clause (iii), the Purchase Percentage of each [***] Xxxxxxxxx Investor shall at all times be either (A) 0%, or (B) an integral multiple of 1% that is not less than 10%; and provided further that, except as the Seller may otherwise consent, at all times either (i) the sum of the Purchase Percentages of the 2016 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2017 [***] Xxxxxxxxx Investors shall be 0%, or (ii) the sum of the Purchase Percentages of the 2017 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2016 [***] Xxxxxxxxx Investors shall be 0%. The Seller shall for each Purchase Date prepare a written list of the specific Receivables it has allocated to each [***] Xxxxxxxxx Investor and shall provide copies of such list to the Purchaser and the Servicer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oportun Financial Corp)
Purchase and Sale Commitment. (a) Subject to the terms and conditions of this Agreement, from time to time during the Term but not more frequently than twice per week upon receipt by the Purchaser of a Funding Request, the Purchaser shall purchase Contracts and Related Rights aggregating at least 10.0% of the Seller’s Consumer Installment Loan Product originations (the “Minimum Volume”), subject to the Seller’s obligations under the Financing Facility Documents, by paying the applicable Purchase Price; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one Table of Contents time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time.
(b) Subject to the terms and conditions of this Agreement and the Seller’s obligations under the Financing Facility Documents, from time to time during the Term, the Seller shall sell to the Purchaser 10.0% of its Consumer Installment Loan Product originations; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided, further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one time.
(c) The Purchaser’s obligations under this Section 2.2 shall terminate upon the occurrence of any of the following events, unless waived by the Purchaser, in each case subject to any cure period specified in the related agreements (each such event a “Commitment Termination Event”):
(i) The occurrence of a Financing Document Default.
(ii) The outstanding principal balance of Renewal Receivables (including any “Renewal Receivables” under the ECO Purchase Agreement or the EFCH Purchase Agreement) as a percentage of the Combined Outstanding Receivables Balance, is less than 60%, calculated on a three-month moving average basis.
(iii) As of the last day of any period consisting of six (6) consecutive calendar months, the aggregate outstanding balance of Receivables purchased by the Purchaser during such period that are thirty (30) or more days delinquent is greater than 4.0% of the aggregate outstanding balance of the Receivables purchased by the Purchaser in the immediately preceding six (6) months;
(iv) Any failure by the Seller to repurchase Receivables as required under Section 2.4 of this Agreement.
(v) A Servicer Default or Servicer Event of Default, as defined in the Servicing Agreement.
(vi) Any other Seller Event of Default.
(vii) A Performance Guaranty Default. Table of Contents
(viii) A Concentration Limit, as applied to the Receivables purchased by the Purchaser hereunder, the ECO Receivables and the EFCH Receivables, taken together, is exceeded for three consecutive weeks.
(ix) A change, deemed material by the Purchaser, in the Seller’s or the Nevada Originator’s policy relating to the “Good Customer Program” or any such similar program that could incentivize Obligors to prepay Receivables prior to their scheduled maturity date. For this purpose, “material” means that the economics of the Receivables given the applicable Purchase Price could be materially different from the economics of the Receivables without the change.
(x) The occurrence of a material adverse “headline” event whereby the Seller, the Nevada Originator or any Affiliate of the Seller or the Nevada Originator were to be fined or made to pay restitution by a regulator or other Governmental Authority (including a court) in an amount exceeding $5,000,000.
(xi) The Purchaser, any [***] Investor or any other Affiliate of the Purchaser is named or included as a defendant in any material lawsuit or governmental action in connection with this Agreement, or is otherwise named or included in connection with any regulatory investigation of the Seller or the Nevada Originator or any Affiliate of the Seller or the Nevada Originator.
(xii) As of the last day of any period consisting of three (3) consecutive calendar months, the ratio of the aggregate initial principal balance of all Receivables sold by the Seller to third parties (including the Purchaser) unaffiliated with the Seller over the aggregate initial principal balance of all Receivables originated by the Seller during such period exceeds 25%.
(xiii) As of the last day of any period consisting of six (6) consecutive calendar months, the ratio of the aggregate initial principal balance of Renewal Receivables purchased by the Purchaser during such period over the aggregate initial principal balance of all Receivables purchased by the Purchaser during such period is less than 65%.
(xiv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Renewal Receivables purchased by the Purchaser during such period is less than 28%.
(xv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Receivables that are not Renewal Receivables purchased by the Purchaser during such period is less than 34%.
(xvi) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average original term to maturity (weighted by initial principal balance) of all Receivables purchased by the Purchaser during such period is less than 24 months.
(xvii) As of the last day of a calendar month, the ratio of the aggregate Outstanding Receivables Balance of Delinquent Receivables purchased by the Purchaser over the aggregate Outstanding Receivables Balance of all Receivables purchased by the Purchaser exceeds 9.5%. Table of Contents (d) Until such time (if any) as the Purchaser shall otherwise instruct the Seller in writing, the Seller shall allocate the Contracts and Related Rights purchased by the Purchaser on any Purchase Date among the [***] Investors by allocating to each of them Receivables having an aggregate Outstanding Receivable Balance equal to the product of (i) the Purchase Percentage of such [***] Investor, and (ii) the aggregate Outstanding Receivable Balance of all Receivables then being purchased by the Purchaser (subject to such rounding as the Seller reasonably deems necessary). The Seller shall make each such allocation of Receivables through a random or mechanical method not intended by it to materially favor or disfavor any [***] Investor over any other. The Purchaser may by written notice delivered to the Seller from time to time change the Purchase Percentages; provided that (i) the Purchaser may not deliver more than one such notice in any calendar month, (ii) the Purchaser shall deliver each such notice not less than three Business Days before it is to take effect, (iii) the sum of the Purchase Percentages shall always equal 100%, and (iv) subject to the immediately preceding clause (iii), the Purchase Percentage of each [***] Investor shall at all times be either (A) 0%, or (B) an integral multiple of 1% that is not less than 10%; and provided further that, except as the Seller may otherwise consent, at all times either (i) the sum of the Purchase Percentages of the 2016 [***] Investors shall be 100% and the Purchase Percentage of each of the 2017 [***] Investors shall be 0%, or (ii) the sum of the Purchase Percentages of the 2017 [***] Investors shall be 100% and the Purchase Percentage of each of the 2016 [***] Investors shall be 0%. The Seller shall for each Purchase Date prepare a written list of the specific Receivables it has allocated to each [***] Investor and shall provide copies of such list to the Purchaser and the Servicer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oportun Financial Corp)
Purchase and Sale Commitment. (a) Subject to the terms and conditions of this Agreement, from time to time during the Term but not more frequently than twice per week upon receipt by the Purchaser of a Funding Request, the Purchaser shall purchase purchase, and the Seller shall sell, Contracts and Related Rights aggregating at least 10.0% of the Seller’s Consumer Installment Loan Product originations (the “Minimum Volume”), subject to the Seller’s obligations under the Financing Facility Documents, by paying the applicable Purchase Price; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% (the “Maximum Volume”) upon not less than three sixty (360) Business Dayscalendar days’ advance notice to the Purchaser; provided further, that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three sixty (360) Business Dayscalendar days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided further, that during the Term the initial Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 during each calendar month shall not exceed $[***] at any one Table of Contents time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one timeamount specified for each such calendar month set forth on Schedule V hereto.
(b) Subject to the terms and conditions of this Agreement and the Seller’s obligations under the Financing Facility Documents, from time to time during the Term, the Seller shall sell to the Purchaser 10.0% of its Consumer Installment Loan Product originations; provided, however, that such percentage may be increased by the Seller in its sole discretion to up to 15% upon not less than three (3) Business Days’ advance notice to the Purchaser; provided further, that that such percentage, if so increased by the Seller, may thereafter also be decreased by the Seller in its sole discretion upon not less than three (3) Business Days’ advance notice to the Purchaser so long as the percentage (as so decreased) is not less than the Minimum Volume; and provided, further, that during the Term the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2017 to and including October 31, 2018 shall not exceed $[***] at any one time, and the Combined Outstanding Receivables Balance relating to the Contracts purchased by the Purchaser from November 1, 2018 to and including November 10, 2019 shall not exceed $[***] at any one timeReserved.
(c) The Purchaser’s obligations under this Section 2.2 shall terminate upon the occurrence of any of the following events, unless waived by the Purchaser, in each case subject to any cure period specified in the related agreements (each such event a “Commitment Termination Event”):
(i) The occurrence of a Financing Document Default.
(ii) The outstanding principal balance of Renewal Receivables (including any “Renewal Receivables” under the ECO Purchase Agreement or the EFCH Purchase Agreement) as a percentage of the Combined Outstanding Receivables Balance, is less than 60%, calculated on a three-month moving average basis.
(iii) As of the last day of any period consisting of six (6) consecutive calendar months, the aggregate outstanding balance of Receivables purchased by the Purchaser during such period that are thirty (30) or more days delinquent is greater than 4.0% of the aggregate outstanding balance of the Receivables purchased by the Purchaser in the immediately preceding six (6) months;
(iviii) Any failure by the Seller to repurchase Receivables as required under Section 2.4 of this Agreement.
(viv) A Servicer Default or Servicer Event of Default, as defined in the Servicing Agreement.
(viv) Any other Seller Event of Default.
(viivi) A Performance Guaranty Default. Table of Contents.
(viiivii) A Concentration Limit, as applied to the Receivables purchased by the Purchaser hereunder, the ECO Receivables and the EFCH Receivables, taken together, is exceeded for three consecutive weeks.
(ix) A change, deemed material by the Purchaser, in the Seller’s or the Nevada Originator’s policy relating to the “Good Customer Program” or any such similar program that could incentivize Obligors to prepay Receivables prior to their scheduled maturity date. For this purpose, “material” means that the economics of the Receivables given the applicable Purchase Price could be materially different from the economics of the Receivables without the change.
(xviii) The occurrence of a material adverse “headline” event whereby the Seller, the Nevada Originator or any Affiliate of the Seller or the Nevada Originator were to be fined or made to pay restitution by a regulator or other Governmental Authority (including a court) in an amount exceeding $5,000,000.
(xiix) The Purchaser, any [***] Xxxxxxxxx Investor or any other Affiliate of the Purchaser is named or included as a defendant in any material lawsuit or governmental action in connection with this Agreement, or is otherwise named or included in connection with any regulatory investigation of the Seller or the Nevada Originator or any Affiliate of the Seller or the Nevada Originator.
(xiix) As of the last day of any period consisting of three (3) consecutive calendar months, the ratio of the aggregate initial principal balance of all Receivables sold by the Seller to third parties (including the Purchaser) unaffiliated with the Seller over the aggregate initial principal balance of all Receivables originated by the Seller during such period exceeds 25%.
(xiii) As of the last day of any period consisting of six (6) consecutive calendar months, the ratio of the aggregate initial principal balance of Renewal Receivables purchased by the Purchaser during such period over the aggregate initial principal balance of all Receivables purchased by the Purchaser during such period is less than 65%.
(xivxi) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Renewal Receivables (excluding Re-Written Receivables) purchased by the Purchaser during such period is less than 2828.0%.
(xvxii) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average interest rate (weighted by initial principal balance) for Receivables that are not Renewal Receivables (excluding Re-Written Receivables) purchased by the Purchaser during such period is less than 3428.0%.
(xvixiii) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average original term to maturity (weighted by initial principal balance) of all for Renewal Receivables (excluding Re-Written Receivables) purchased by the Purchaser during such period is less than 24 33.5 months.
(xviixiv) As of the last day of any period consisting of three (3) consecutive calendar months, the weighted average original term to maturity (weighted by initial principal balance) for Receivables that are not Renewal Receivables (excluding Re-Written Receivables) purchased by the Purchaser during such period is less than 22 months.
(xv) As of the last day of a calendar month, the ratio of the aggregate Outstanding Receivables Balance of Delinquent Receivables purchased by the Purchaser over the aggregate Outstanding Receivables Balance of all Receivables purchased by the Purchaser Three-Month Average Delinquency Percentage for such calendar month exceeds 9.5%. Table .
(xvi) As of Contents the last day of a calendar month, the Three-Month Average Default Percentage for any calendar month exceeds 17.0%.
(d) Until such time (if any) as the Purchaser shall otherwise instruct the Seller in writing, the Seller shall allocate the Contracts and Related Rights purchased by the Purchaser on any Purchase Date among the [***] Xxxxxxxxx Investors by allocating to each of them Receivables having an aggregate Outstanding Receivable Balance equal to the product of (i) the Purchase Percentage of such [***] Xxxxxxxxx Investor, and (ii) the aggregate Outstanding Receivable Balance of all Receivables then being purchased by the Purchaser (subject to such rounding as the Seller reasonably deems necessary). The Seller shall make each such allocation of Receivables through a random or mechanical method not intended by it to materially favor or disfavor any [***] Xxxxxxxxx Investor over any other. The Purchaser may by written notice delivered to the Seller from time to time change the Purchase Percentages; provided that (i) the Purchaser may not deliver more than one such notice in any calendar month, (ii) the Purchaser shall deliver each such notice not less than three Business Days before it is to take effect, (iii) the sum of the Purchase Percentages shall always equal 100%, and (iv) subject to the immediately preceding clause (iii), the Purchase Percentage of each [***] Xxxxxxxxx Investor shall at all times be either (A) 0%, or (B) an integral multiple of 1% that is not less than 10%; and provided further that, except as the Seller may otherwise consent, at all times either (i) the sum of the Purchase Percentages of the 2016 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2017 [***] Xxxxxxxxx Investors shall be 0%, or (ii) the sum of the Purchase Percentages of the 2017 [***] Xxxxxxxxx Investors shall be 100% and the Purchase Percentage of each of the 2016 [***] Xxxxxxxxx Investors shall be 0%. The Seller shall for each Purchase Date prepare a written list of the specific Receivables it has allocated to each [***] Xxxxxxxxx Investor and shall provide copies of such list to the Purchaser and the Servicer.
(e) Any Similar Replacement Loans sold by the Seller to the Purchaser pursuant to Section 2.8 of the Agreement (i) shall not be included in the numerator or the denominator for purposes of calculating the Minimum Volume and the Maximum Volume and (ii) shall be included in the Combined Outstanding Receivables Balance pursuant to Section 2.2(a).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oportun Financial Corp)
