Common use of Purchases of Asset Interests Clause in Contracts

Purchases of Asset Interests. (a) On the terms and conditions hereinafter set forth, the Seller may on any Purchase Date, at its option, sell and assign Asset Interests to the Purchasers. The Deal Agent may act on behalf of and for the benefit of the Purchasers in this regard. VFCC may, in its sole discretion, purchase, or if VFCC shall decline to purchase, the Liquidity Agent shall purchase on behalf of the Investors, Asset Interests from time to time during the period from the date hereof to but not including the Termination Date. Under no circumstances shall any Purchaser make the initial Purchase or any Incremental Purchase if, after giving effect to such Purchase or Incremental Purchase, the aggregate Capital outstanding hereunder would exceed the lesser of (i) the Purchase Limit or (ii) the Capital Limit. (b) The Seller may, within 60 days, but no later than 45 days, prior to the then existing Commitment Termination Date, by written notice to the Deal Agent, make written request for VFCC and the Investors to extend the Commitment Termination Date for an additional period of 364 days. The Deal Agent will give prompt notice to VFCC and each of the Investors of its receipt of such request for extension of the Commitment Termination Date. VFCC and each Investor shall make a determination, in their sole discretion and after a full credit review, not less than 15 days prior to the then applicable Commitment Termination Date as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of VFCC or any Investor to make a timely response to the Seller's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by VFCC or the Investor, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of both (i) VFCC and (ii) 100% of the Investors.

Purchases of Asset Interests. (a) On the terms and conditions hereinafter set forth, the Seller may on any Purchase Date during the period from the date hereof to but not including the Termination Date, at its option, sell and assign Asset Interests to the Purchasers. The Deal Agent may act on behalf of and for the benefit of the Purchasers in this regard. VFCC may, in its sole discretion, purchase, or if VFCC shall decline to purchase, the Liquidity Agent shall purchase on behalf of the Investors, Asset Interests from time to time during the period from the date hereof to but not including the Termination Date. Under no circumstances shall any Purchaser make the initial Purchase or any Incremental Purchase if, after giving effect to such Purchase or Incremental Purchase, the aggregate Capital outstanding hereunder would exceed the lesser of (i) the Purchase Limit or (ii) the Capital Limit. Each Asset Interest purchased by any Purchaser hereunder is subject to the interests of the Hedge Counterparties under Sections 2.7(a)(i), 2.8(a)(i) and 2.9 (b)(i) of this Agreement. (b) The Seller may, within 60 days, but no later than 45 days, prior to the then existing Commitment Termination Date, by written notice to the Deal Agent, make written request for VFCC and the Investors to extend the Commitment Termination Date for an additional period of 364 days. The Deal Agent will give prompt notice to VFCC and each of the Investors of its receipt of such request for extension of the Commitment Termination Date. VFCC and each Investor shall make a determination, in their sole discretion and after a full credit review, not less than 15 days prior to the then applicable Commitment Termination Date as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of VFCC or any Investor to make a timely response to the Seller's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by VFCC or the Investor, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of both (i) VFCC and (ii) 100% of the Investors.

Purchases of Asset Interests. (a) On the terms and conditions hereinafter set forth, the Seller may on any Purchase Date during the period from the date hereof to but not including the Termination Date, at its option, sell and assign Asset Interests to the Purchasers. The Deal Agent may act on behalf of and for the benefit of the Purchasers in this regard. VFCC may, in its sole discretion, purchase, or if VFCC shall decline to purchase, the Liquidity Agent shall purchase on behalf of the Investors, Asset Interests from time to time during the period from the date hereof to but not including the Termination Date. Under no circumstances shall any Purchaser make the initial Purchase or any Incremental Purchase if, after giving effect to such Purchase or Incremental Purchase, the aggregate Capital outstanding hereunder would exceed the lesser of (i) the Purchase Limit or (ii) the Capital Limit. Each Asset Interest purchased by any Purchaser hereunder is subject to the interests of the Hedge Counterparties under Sections 2.7(a)(i) and (x) of this Agreement. (b) The Seller may, within 60 days, but no later than 45 days, prior to each one year anniversary of the then existing Commitment Termination Closing Date, by written notice to the Deal Agent, make written request for VFCC and the Investors to extend the Commitment Termination Date for an additional period of 364 daysone year following the then existing Commitment Termination Date. The Deal Agent will give prompt notice to VFCC and each of the Investors of its receipt of such request for extension of the Commitment Termination Date. VFCC and each Investor shall make a determination, in their sole discretion and after a full credit review, not less than 15 days prior to the then applicable Commitment Termination Date such anniversary date, as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of VFCC or any Investor to make a timely response to the Seller's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by VFCC or the Investor, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of both (i) VFCC and (ii) 100% of the Investors. (c) Notwithstanding the foregoing Section 2.1(b), upon the proposed conversion of FIB from a regulated bank to a commercial finance company (the "Conversion"), which is otherwise subject to the provisions of this Agreement, the Commitment Termination Date shall be the date that is the earlier of (i) the date that is 364 days after the date of the Conversion, or (ii) the then Commitment Termination Date, unless the Deal Agent and 100% of the Investors, upon appropriate due diligence and credit approvals agree that the then Commitment Termination Date should not be accelerated.

Purchases of Asset Interests. (a) On the terms and conditions hereinafter set forth, the Seller may on any Purchase Date during the period from the date hereof to but not including the Termination Date, at its option, sell and assign Asset Interests to the Purchasers. The Deal Agent may act on behalf of and for the benefit of the Purchasers in this regard. VFCC may, in its sole discretion, purchase, or if VFCC shall decline to purchase, the Liquidity Agent shall purchase on behalf of the Investors, Asset Interests from time to time during the period from the date hereof to but not including the Termination Date. Under no circumstances shall any Purchaser make the initial Purchase or any Incremental Purchase if, after giving effect to such Purchase or Incremental Purchase, the aggregate Capital outstanding hereunder would exceed the lesser of (i) the Purchase Limit or (ii) the Capital Limit. Each Asset Interest purchased by any Purchaser hereunder is subject to the interests of the Hedge Counterparties under Sections 2.7(a)(i) and (x) of this Agreement. (b) The Seller may, within 60 days, but no later than 45 days, prior to each one year anniversary of the then existing Commitment Termination Closing Date, by written notice to the Deal Agent, make written request for VFCC and the Investors to extend the Commitment Termination Date for an additional period of 364 daysone year following the then existing Commitment Termination Date. The Deal Agent will give prompt notice to VFCC and each of the Investors of its receipt of such request for extension of the Commitment Termination Date. VFCC and each Investor shall make a determination, in their sole discretion and after a full credit review, not less than 15 days prior to the then applicable Commitment Termination Date such anniversary date, as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of VFCC or any Investor to make a timely response to the Seller's 29 35 request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by VFCC or the Investor, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of both (i) VFCC and (ii) 100% of the Investors. (c) Notwithstanding the foregoing Section 2.1(b), upon the proposed conversion of FIB from a regulated bank to a commercial finance company (the "Conversion"), which is otherwise subject to the provisions of this Agreement, the Commitment Termination Date shall be the date that is the earlier of (i) the date that is 364 days after the date of the Conversion, or (ii) the then Commitment Termination Date, unless the Deal Agent and 100% of the Investors, upon appropriate due diligence and credit approvals agree that the then Commitment Termination Date should not be accelerated. (d) Notwithstanding the foregoing Sections 2.1(b) and (c), upon the occurrence of any FDIC Action and (x) the failure of the Originator to be in compliance with the requirements of such FDIC Action on the date that is 120 days after the effective date of the FDIC Action (a "Clause (X) Failure") or (y) as to any portion of the FDIC Action that requires compliance after the end of such 120 days, the failure of the Originator to be in compliance with the requirements of such FDIC Action at or within 60 days after such compliance is required by such FDIC Action (a "Clause (Y) Failure"), the Commitment Termination Date shall be the date that is the earlier of (i) (a) with respect to a Clause (X) Failure, the date that is 120 days after the FDIC Action, or (b) with respect to a Clause (Y) Failure, the date that is 60 days after the date of the Clause (Y) Failure, and (ii) the then Commitment Termination Date, unless the Deal Agent and 100% of the Investors, upon appropriate due diligence and credit approvals agree that the then Commitment Termination Date should not be accelerated.

Purchases of Asset Interests. (a) On the terms and conditions hereinafter set forth, the Seller may on any Purchase Date during the period from the date hereof to but not including the Termination Date, at its option, sell and assign Asset Interests to the Purchasers. The Deal Agent may act on behalf of and for the benefit of the Purchasers in this regard. VFCC may, in its sole discretion, purchase, or if VFCC shall decline to purchase, the Liquidity Agent shall purchase on behalf of the Investors, Asset Interests from time to time during the period from the date hereof to but not including the Termination Date. Under no circumstances shall any Purchaser make the initial Purchase or any Incremental Purchase if, after giving effect to such Purchase or Incremental Purchase, the aggregate Capital outstanding hereunder would exceed the lesser of (i) the Purchase Limit or (ii) the Capital Limit. Each Asset Interest purchased by any Purchaser hereunder is subject to the interests of the Hedge Counterparties under Sections 2.7(a)(i) and (x) of this Agreement. (b) The Seller may, within 60 days, but no later than 45 days, prior to each one year anniversary of the then existing Commitment Termination Closing Date, by written notice to the Deal Agent, make written request for VFCC and the Investors to extend the Commitment Termination Date for an additional period of 364 daysone year following the then existing Commitment Termination Date. The Deal Agent will give prompt notice to VFCC and each of the Investors of its receipt of such request for extension of the Commitment Termination Date. VFCC and each Investor shall make a determination, in their sole discretion and after a full credit review, not less than 15 days prior to the then applicable Commitment Termination Date such anniversary date, as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of VFCC or any Investor to make a timely response to the Seller's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by VFCC or the Investor, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of both (i) VFCC and (ii) 100% of the Investors. (c) Notwithstanding the foregoing Section 2.1(b), upon the proposed conversion of FIB from a regulated bank to a commercial finance company (the "Conversion"), which is otherwise subject to the provisions of this Agreement, the Commitment Termination Date shall be the date that is the earlier of (i) the date that is 364 days after the date of the Conversion, or (ii) the then Commitment Termination Date, unless the Deal Agent and 100% of the Investors, upon appropriate due diligence and credit approvals agree that the then Commitment Termination Date should not be accelerated. (d) Notwithstanding the foregoing Sections 2.1(b) and (c), upon the occurrence of any FDIC Action and (x) the failure of the Originator to be in compliance with the requirements of such FDIC Action on the date that is 120 days after the effective date of the FDIC Action (a

Purchases of Asset Interests. (a) On the terms and conditions hereinafter set forth, the Seller may on any Purchase Date, at its option, sell and assign Asset Interests to the Purchasers. The Deal Agent may act on behalf of and for the benefit of the Purchasers in this regard. VFCC may, in its sole discretion, purchase, or if VFCC shall decline to purchase, the Liquidity Agent shall purchase on behalf of the Investors, Asset Interests from time to time during the period from the date hereof to but not including the Termination Date. Under no circumstances shall any Purchaser make the initial Purchase or any Incremental Purchase if, after giving effect to such Purchase or Incremental Purchase, the aggregate Capital outstanding hereunder would exceed the lesser of (i) the Purchase Limit or (ii) the Capital Limit. Each Asset Interest purchased by any Purchaser hereunder is subject to the interests of the Hedge Counterparties under Sections 2.7(a)(i), 2.8(b)(i) and 2.9(b)(i) of this Agreement. (b) The Seller may, within 60 days, but no later than 45 days, prior to the then existing Commitment Termination Date, by written notice to the Deal Agent, make written request for VFCC and the Investors to extend the Commitment Termination Date for an additional period of 364 days. The Deal Agent will give prompt notice to VFCC and each of the Investors of its receipt of such request for extension of the Commitment Termination Date. VFCC and each Investor shall make a determination, in their sole discretion and after a full credit review, not less than 15 days prior to the then applicable Commitment Termination Date as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of VFCC or any Investor to make a timely response to the Seller's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by VFCC or the Investor, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of both (i) VFCC and (ii) 100% of the Investors.