Common use of Sale and Delivery of the Note Clause in Contracts

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer agrees to deliver to the Administrative Agent, on or before the Initial Purchase Date, the Note, which Note shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of the Administrative Agent or its nominee. (b) On the terms and conditions hereinafter set forth, the Issuer may request the Purchasers to increase the principal outstanding on the Note (each such request, a "Funding Notice"), each such Funding Notice to be on the terms and conditions set forth herein and in the Indenture and substantially in the form of Exhibit A hereto. On each day prior to the Termination Date and subject to the satisfaction of the terms and conditions hereinafter set forth (including, without limitation, Section 2.2(b)), each CP Purchaser may, in its sole discretion, make a Purchase, or if any CP Purchaser shall decline to Purchase, the related Liquidity Purchaser shall make a Purchase, of its ratable share of the amount requested under a Funding Notice from time to time during the period from the date hereof to but not including the Termination Date. Notwithstanding anything to the contrary herein contained, no Liquidity Purchaser shall have any obligation to make any Purchase if, after giving effect to such Purchase, the aggregate amount of outstanding Purchases made by such Liquidity Purchaser would exceed the lesser of (X) such Liquidity Purchaser's ratable share of the lesser of (i) the Purchase Limit or (c) The Issuer may, within 60 days, but no later than 45 days, prior to the then Commitment Termination Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the SBA, request the CP Purchasers and the Liquidity Purchasers to extend the Commitment Termination Date for an additional period of up to 364 days from the date on which the renewal is approved. Each of the CP Purchasers and each Liquidity Purchaser shall make a determination, in its sole discretion and after a full credit review, within 15 days of the Commitment Termination Date, as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser to make a timely response to the Issuer's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by the CP Purchasers or the Liquidity Purchaser, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of (i) the CP Purchasers, (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser of its agreement to so renew and upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal and any such renewal shall be binding upon the related CP Purchaser and Liquidity Purchaser. (d) The Issuer may, within 60 days, but no later than 45 days, prior to the then Facility Termination Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the SBA, request the CP Purchasers and the Liquidity Purchasers to extend the Facility Termination Date. Each of the CP Purchasers and each Liquidity Purchaser shall make a determination, in its sole discretion and after a full credit review, within 15 days of the Facility Termination Date, as to whether or not it will agree to extend the Facility Termination Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser to make a timely response to the Issuer's request for extension of the Facility Termination Date shall be deemed to constitute a refusal by the CP Purchasers or the Liquidity Purchaser, as the case may be, to extend the Facility Termination Date. The Facility Termination Date shall only be extended upon the consent of (i) the CP Purchasers, (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser of its agreement to so renew and upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal and any such renewal shall be binding upon the related CP Purchaser and Liquidity Purchaser. (e) Notwithstanding the foregoing Sections 2.1(c) and (d), upon any conversion of the Servicer from a regulated bank to a commercial finance company (the "Conversion"), which is otherwise subject to the provisions of the Sale and Servicing Agreement, the Commitment Termination Date and the Facility Termination Date shall be the date that is the earlier of (i) the

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein set forthand in the other Transaction Documents, the Issuer agrees to deliver to on the Administrative Agent, on or before the Initial Purchase Closing Date, the Noteto Fortis, which a Note with a maximum aggregate principal amount of up to Seven Hundred Seventy-Five Million Dollars ($875,000,000). The Note shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of the Administrative Agent Fortis or its nominee. Subject to Section 202 of the Supplement, in connection with any transfer of a Note to a Purchaser, the Issuer agrees to deliver a Note in the name of such Purchaser or its nominee on behalf of such Purchaser and its Related Group and, in connection with any partial transfer of a Note (including the related Series 2005-1 Note Existing Commitment), such Note shall reflect the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. The actual outstanding principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. (b) On the terms and conditions hereinafter set forth, the The Issuer may request the Purchasers to increase the principal outstanding on the Note (each such requestrequest to be substantially in the form of Exhibit A hereto, a "Funding Notice"), to the Deal Agents by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 2005-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in the Indenture and substantially in the form of Exhibit A hereto. On each day prior to the Termination Date and subject to the satisfaction Section 205(b) of the terms and conditions hereinafter set forth (including, without limitation, Section 2.2(b)), each CP Purchaser may, in its sole discretion, make a Purchase, or if any CP Purchaser shall decline to Purchase, the related Liquidity Purchaser shall make a Purchase, of its ratable share of the amount requested under a Funding Notice from time to time during the period from the date hereof to but not including the Termination Date. Notwithstanding anything to the contrary herein contained, no Liquidity Purchaser shall have any obligation to make any Purchase if, after giving effect to such Purchase, the aggregate amount of outstanding Purchases made by such Liquidity Purchaser would exceed the lesser of (X) such Liquidity Purchaser's ratable share of the lesser of (i) the Purchase Limit orSupplement. (c) The Issuer may, within 60 days, but no later than 45 daysdays (or such shorter period as may be approved by the parties hereto), prior to the then Commitment Termination current Conversion Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the SBASeries Enhancer, if any, for Series 2005-1, request the CP Purchasers and the Liquidity Purchasers to extend the Commitment Termination Conversion Date for an additional period of up to 364 days from the date on which the renewal is approvedthen current Conversion Date. Each of the CP Purchasers and each Liquidity Purchaser shall make a determination, in its sole discretion and after a full credit review, within 15 30 days of its receipt of the Commitment Termination DateIssuer's request, as to whether or not it will agree to extend the Commitment Termination Conversion Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser to make a timely response to the Issuer's request for extension of the Commitment Termination Conversion Date shall be deemed to constitute a refusal by the CP such Purchasers or the Liquidity Purchaser, as the case may be, to extend the Commitment Termination Conversion Date. The Commitment Termination Date shall only be extended upon the consent of (i) the CP Purchasers, (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser the consenting Purchasers of its their agreement to so renew and renew, upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal renewal, and any receipt by the Issuer and such renewal shall be binding upon the related CP Purchaser and Liquidity Purchaser. (d) The Issuer may, within 60 days, but no later than 45 days, prior to the then Facility Termination Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the SBA, request the CP Purchasers and the Liquidity Purchasers to extend the Facility Termination Date. Each Agent of the CP Purchasers and each Liquidity Purchaser shall make a determination, in its sole discretion and after a full credit review, within 15 days written consent of the Facility Termination DateSeries Enhancer for Series 2005-1, as if any, to whether or not it will agree to extend the Facility Termination Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser to make a timely response to the Issuer's request for such extension of the Facility Termination Date shall be deemed to constitute a refusal by the CP Purchasers or the Liquidity Purchaser, as the case may be, to extend the Facility Termination Conversion Date. The Facility Termination Date shall only be extended upon the consent of (i) the CP Purchasers, (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser of its agreement to so renew and upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal and any such renewal shall be binding upon the related CP Purchaser and Liquidity Purchaser. (e) Notwithstanding the foregoing Sections 2.1(c) and (d), upon any conversion of the Servicer from a regulated bank to a commercial finance company (the "Conversion"), which is otherwise subject to the provisions of the Sale and Servicing Agreement, the Commitment Termination Date and the Facility Termination Date shall be the date that is the earlier of (i) the

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer agrees to deliver to the Administrative Agent, on or before the Initial Purchase Date, the Note, which Note shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of the Administrative Agent or its nominee. (b) On the terms and conditions hereinafter set forth, the Issuer may request the Purchasers to increase the principal outstanding on the Note (each such request, a "Funding Notice"), each such Funding Notice to be on the terms and conditions set forth herein and in the Indenture and substantially in the form of Exhibit A hereto. On each day prior to the Termination Date and subject to the satisfaction of the terms and conditions hereinafter set forth (including, without limitation, Section 2.2(b)), each CP Purchaser may, in its sole discretion, make a Purchase, or if any CP Purchaser shall decline to Purchase, the related Liquidity Purchaser shall make a Purchase, of its ratable share of the amount requested under a Funding Notice from time to time during the period from the date hereof to but not including the Termination Date. Notwithstanding anything to the contrary herein contained, no Liquidity Purchaser shall have any obligation to make any Purchase if, after giving effect to such Purchase, the aggregate amount of outstanding Purchases made by such Liquidity Purchaser would exceed the lesser of (X) such Liquidity Purchaser's ratable share of the lesser of (i) the Purchase Limit oror (ii) the Borrowing Base or (Y) such Liquidity Purchaser's Commitment. Prior to executing a Related Group Addition Notice, each CP Purchaser and each Liquidity Purchaser that is part of a new Related Group shall purchase from the CP Purchasers and Liquidity Purchasers of each (c) The Issuer may, within 60 days, but no later than 45 days, prior to the then Commitment Termination Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the SBA, request the CP Purchasers and the Liquidity Purchasers to extend the Commitment Termination Date for an additional period of up to 364 days from the date on which the renewal is approved. Each of the CP Purchasers and each Liquidity Purchaser shall make a determination, in its sole discretion and after a full credit review, within 15 days of the Commitment Termination Date, as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser to make a timely response to the Issuer's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by the CP Purchasers or the Liquidity Purchaser, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of (i) the CP Purchasers, (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser of its agreement to so renew and upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal and any such renewal shall be binding upon the related CP Purchaser and Liquidity Purchaser. (d) The Issuer may, within 60 days, but no later than 45 days, prior to the then Facility Termination Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the SBA, request the CP Purchasers and the Liquidity Purchasers to extend the Facility Termination Date. Each of the CP Purchasers and each Liquidity Purchaser shall make a determination, in its sole discretion and after a full credit review, within 15 days of the Facility Termination Date, as to whether or not it will agree to extend the Facility Termination Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser to make a timely response to the Issuer's request for extension of the Facility Termination Date shall be deemed to constitute a refusal by the CP Purchasers or the Liquidity Purchaser, as the case may be, to extend the Facility Termination Date. The Facility Termination Date shall only be extended upon the consent of (i) the CP Purchasers, (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser of its agreement to so renew and upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal and any such renewal shall be binding upon the related CP Purchaser and Liquidity Purchaser. (e) Notwithstanding the foregoing Sections 2.1(c) and (d), upon any conversion of the Servicer from a regulated bank to a commercial finance company (the "Conversion"), which is otherwise subject to the provisions of the Sale and Servicing Agreement, the Commitment Termination Date and the Facility Termination Date shall be the date that is the earlier of (i) thethe date that is 364 days after the date of the Conversion, or (ii) the then Commitment Termination Date, unless the CP Purchases, 100% of the Liquidity Purchasers and the SBA, upon appropriate

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer Transferor agrees to deliver to the Administrative AgentPurchaser, on or before the Initial Purchase Closing Date, the Note, which Note shall be duly executed by the IssuerTransferor, duly authenticated by the Indenture Trustee and registered in the name of the Administrative Deal Agent, as agent for the Purchasers. The Note will be delivered to the Deal Agent, as custodian for VFCC against payment of the purchase price therefor to the Transferor in same day funds, by wire transfer to the account specified to the Deal Agent or its nomineeby the Transferor in writing for the purpose of. (b) On the terms and conditions hereinafter set forth, the Issuer may request the Purchasers and subject to increase the principal outstanding on the Note (each such request, a "Funding Notice"), each such Funding Notice to be on the terms and conditions set forth herein and in of the Indenture and substantially in Supplement, the form of Exhibit A heretoTransferor may, at its option, request that the Purchasers make Increases. On each day prior to the Termination Date and subject to the satisfaction of the terms and conditions hereinafter set forth forth, VFCC agrees to make each such Increase on the date requested by the Transferor in an amount not to exceed the sum (including, without limitation, Section 2.2(b)), each CP Purchaser may, in its sole discretion, make a Purchase, or if any CP Purchaser shall decline to Purchase, such amount being the related Liquidity Purchaser shall make a Purchase, "Adjusted Increase Amount") of its ratable share of (i) the amount requested under a Funding Notice from time to time during the period net proceeds from the sale of Commercial Paper on such date hereof to but not including plus (b) the Termination Dateproceeds of Liquidity Purchases on such date. Notwithstanding anything to the contrary herein contained, no Liquidity Purchaser VFCC shall have any no obligation to make any Purchase Increase (i) in an amount in excess of the Adjusted Increase Amount or (ii) if, after giving effect to such PurchaseIncrease, the aggregate amount of outstanding Purchases made by such Liquidity Purchaser Principal Amount would exceed the lesser of (X) such Liquidity Purchaser's ratable share of the lesser of (ix) the Purchase Limit oror (y) the Principal Limit. In addition, VFCC shall have no obligation to make available any Adjusted Increase Amount if on the date such Adjusted Increase Amount would be paid, (1) the sum of (A) the product of (I) the Asset Base and (II) the Series Percentage and (B) accrued and unpaid interest on the Notes to such date is less than (2) the sum of (A) the net proceeds of all Commercial Paper outstanding in the case of Commercial Paper issued at a discount and the principal balance of all Commercial Paper outstanding in the case of Commercial Paper issued on an interest bearing basis and (B) accrued and unpaid discount to such date in the case of Commercial Paper outstanding issued at a discount and accrued and unpaid interest to such date in the case of Commercial Paper outstanding issued on an interest bearing basis. (c) The Issuer may, within 60 days, but no later than 45 days, prior to the then Commitment Termination Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the SBA, request the CP Purchasers and the Liquidity Purchasers to extend the Commitment Termination Date for an additional period of up to 364 days from the date on which the renewal is approved. Each of the CP Purchasers and each Liquidity Purchaser shall make a determination, in its sole discretion and after a full credit review, within 15 days of the Commitment Termination Date, as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser to make a timely response to the Issuer's request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by the CP Purchasers or the Liquidity Purchaser, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of (i) the CP Purchasers, (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the Issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser of its agreement to so renew and upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal and any such renewal shall be binding upon the related CP Purchaser and Liquidity Purchaser. (d) The Issuer Transferor may, within 60 days, but no later than 45 days, prior to the then Facility Termination Date, by written notice to each the Deal Agent, with a copy to the Indenture Trustee make written request for VFCC and the SBA, request the CP Purchasers and the Liquidity Purchasers Investors to extend the Facility Termination Date for an additional period of 364 days. The Deal Agent will give prompt notice to VFCC and to the Liquidity Agent under the Liquidity Purchase Agreement of its receipt of such request for extension of the Facility Termination Date. Each of the CP Purchasers and each Liquidity Purchaser VFCC shall make a determination, in its sole discretion and after a full credit review, within not less than 15 days of prior to the then applicable Facility Termination Date, Date as to whether or not it will agree to extend the Facility Termination Date; provided, however, that the failure of the CP Purchasers or any Liquidity Purchaser VFCC to make a timely response to the IssuerSeller's request for extension of the Facility Termination Date shall be deemed to constitute a refusal by VFCC and the CP Purchasers or the Liquidity Purchaser, as the case may be, Investors to extend the Facility Termination Date. The Facility Termination Date shall only be extended upon the consent of both (i) the CP Purchasers, VFCC and (ii) 100% of the Liquidity Purchasers and (iii) the SBA. Any such renewal shall become effective only upon written confirmation to the issuer by each Deal Agent on behalf of its related CP Purchaser and Liquidity Purchaser of its agreement to so renew and upon receipt by each Deal Agent of any fees required to be paid in connection with such renewal and any such renewal shall be binding upon the related CP Purchaser and Liquidity PurchaserInvestors. (e) Notwithstanding the foregoing Sections 2.1(c) and (d), upon any conversion of the Servicer from a regulated bank to a commercial finance company (the "Conversion"), which is otherwise subject to the provisions of the Sale and Servicing Agreement, the Commitment Termination Date and the Facility Termination Date shall be the date that is the earlier of (i) the