Common use of Additional Receivables Clause in Contracts

Additional Receivables. Without further action on the part of any party hereto, on each Business Day on or prior to the Final Addition Date, subject to and in compliance with the conditions set forth below and in Section 2.3, all Contracts and Mortgage Loans originated or acquired by the Seller and identified on a Schedule of Receivables shall be included as Receivables as of the applicable Additional Cut-Off Date, provided that the related Contract or Mortgage Note has been delivered to the Custodian. On the Addition Date with respect to any such Additional Receivables, the Transferor shall purchase from the Seller, and the Seller will sell to the Transferor, and the Depositor shall purchase from the Transferor, and the Transferor will sell to the Depositor, and the Issuer shall purchase from the Depositor, and the Depositor will sell to the Issuer, such Additional Receivables, in each case the Loan Balance sold being established as of the close of business on the applicable Additional Cut-Off Date. In connection with the Additional Receivables: (i) on or before the Business Day immediately preceding each Borrowing Date or on the date any Monthly Report is delivered and together with each notice of Borrowing, the Seller shall give the Depositor, the Custodian, the Indenture Trustee and the Class A Note Agent an amended and restated Schedule of Receivables (an "Amended and Restated Schedule of Receivables"); and (ii) if necessary, the Seller shall deliver to the Depositor, the Indenture Trustee and the Class A Note Agent copies of UCC-1 financing statements covering the Additional Receivables and perfecting the Transferor's, the Depositor's, the Issuer's and the Indenture Trustee's respective interests therein; and (iii) neither the Transferor, the Depositor nor the Issuer shall purchase, nor shall the Seller, the Transferor or the Depositor sell, Contracts or Mortgage Loans if, prior to giving effect to such sale, the Borrowing Base exceeds $200,000,000, the Issuer is unable to borrow under Section 10.1 of the Indenture or an Event of Default has occurred and is continuing under the Indenture, provided that the obligation of the Transferor, the Depositor and the Issuer to purchase, and the obligation of the Seller, the Transferor and the Depositor to sell, Receivables shall resume immediately if the Borrowing Base is less than $200,000,000, the Issuer may borrow under Section 10.1 of the Indenture and no Event of Default has occurred and is continuing.

Additional Receivables. Without further action Set forth on Schedule 2 is the part reason each Additional Receivable fails to qualify as an Eligible Receivable. Warranties contained herein generally applicable to Receivables that are in direct conflict with such reasons shall not apply to an Additional Receivable to the extent of the reason expressly set forth in Schedule 2 for such Additional Receivable. Set forth on Schedule 2(a) are those Account Debtors for which Buyer’s credit underwriting process has not yet been completed and, for purposes of this Section 2.4, the term “Additional Receivables” shall include the Transferred Receivables of such Account Debtors. If an Account Debtor shall default in the payment of any party heretoAdditional Receivable set forth on Schedule 2 and Schedule 2(a), then, after the expiration of any cure period applicable to such Additional Receivable and upon demand by Buyer which shall set forth in reasonable detail the nature of such default, Seller, or Toro on each Business Day on or prior Seller’s behalf, shall repurchase such Additional Receivable from Buyer as provided in Sections 4.1(d) and 4.1(e) of this Agreement as if such Additional Receivable were an Ineligible Receivable (such repurchase obligation being referred to herein as the “Recourse Obligation”). Buyer’s rights under this Section 2.4 with regard to Additional Receivables are in lieu of Buyer’s rights under the provisions of Section 4.2(f) of this Agreement and are not subject to the Final Addition Datelimitation set forth in Section 4.2(f). Notwithstanding the foregoing, if Buyer notifies Seller or its designee, as a result of Buyer’s own determination or in response to a request from Seller or Seller’s designee, that due to changed circumstances any Additional Receivable or any group of Additional Receivables attributable to a single Account Debtor (including those Account Debtors listed by name on Schedule 2(a)) sold to Buyer pursuant to this Agreement is no longer subject to any condition requiring that it or they be treated as Additional Receivable(s) such that it or they would qualify as Eligible Receivables, the subject Receivable(s) shall thereafter be considered as Eligible Receivable(s) and Seller and Toro shall no longer be subject to the Recourse Obligation with respect thereto, it being understood that Section 4.2(f) and all other provisions of this Agreement applicable to Eligible Receivables shall thereafter apply to such Eligible Receivables. Buyer agrees to respond to any request from Seller or Seller’s designee made pursuant to the preceding sentence, which request shall specify with reasonable detail the basis for such request, indicating Buyer’s acceptance of such request or rejection of such request and, to the extent applicable, the reason for such rejection, in compliance writing within five (5) Business Days after Buyer’s receipt of such request from Seller or Seller’s designee. At such time as all Additional Receivables due from any of the Account Debtors listed on Schedule 2(a) attached hereto are determined in accordance with the conditions set forth below foregoing procedure to be Eligible Receivables, such Schedule 2(a) shall be amended to delete the reference to such Account Debtor. In addition at any time one or more Additional Receivables are determined to be Eligible Receivables in accordance with the foregoing procedure, each of the parties hereto agrees to execute and in Section 2.3, deliver any documents or instruments reasonably requested by a party hereto to confirm that all Contracts and Mortgage Loans originated or acquired by the Seller and identified on a Schedule of such Receivables shall be included treated thereafter as Receivables as of if they had been transferred and conveyed to Buyer without the applicable Additional Cut-Off Date, provided that the related Contract or Mortgage Note has been delivered to the Custodian. On the Addition Date with respect to any such Additional Receivables, the Transferor shall purchase from the Seller, and the Seller will sell to the Transferor, and the Depositor shall purchase from the Transferor, and the Transferor will sell to the Depositor, and the Issuer shall purchase from the Depositor, and the Depositor will sell to the Issuer, such Additional Receivables, recourse specified in each case the Loan Balance sold being established as of the close of business on the applicable Additional Cut-Off Date. In connection with the Additional Receivables: (i) on or before the Business Day immediately preceding each Borrowing Date or on the date any Monthly Report is delivered and together with each notice of Borrowing, the Seller shall give the Depositor, the Custodian, the Indenture Trustee and the Class A Note Agent an amended and restated Schedule of Receivables (an "Amended and Restated Schedule of Receivables"); and (ii) if necessary, the Seller shall deliver to the Depositor, the Indenture Trustee and the Class A Note Agent copies of UCC-1 financing statements covering the Additional Receivables and perfecting the Transferor's, the Depositor's, the Issuer's and the Indenture Trustee's respective interests therein; and (iii) neither the Transferor, the Depositor nor the Issuer shall purchase, nor shall the Seller, the Transferor or the Depositor sell, Contracts or Mortgage Loans if, prior to giving effect to such sale, the Borrowing Base exceeds $200,000,000, the Issuer is unable to borrow under this Section 10.1 of the Indenture or an Event of Default has occurred and is continuing under the Indenture, provided that the obligation of the Transferor, the Depositor and the Issuer to purchase, and the obligation of the Seller, the Transferor and the Depositor to sell, Receivables shall resume immediately if the Borrowing Base is less than $200,000,000, the Issuer may borrow under Section 10.1 of the Indenture and no Event of Default has occurred and is continuing2.4.

Additional Receivables. Without further action (a) At any time during the Revolving Period, the Debtor may designate additional Eligible Receivables to be included as part of the Collateral (“Additional Receivables”); provided, however, that in the case of an addition done for a purpose other than preventing the sum of the Borrowing Base plus the amount on deposit in the Reserve Account from declining below the Net Investment, the date of transfer (the “Addition Date”) shall be as of the opening of business on the part first Business Day of the Collection Period immediately succeeding the Addition Cut-Off Date with respect to such Additional Receivables. It shall be a condition precedent to the pledge to the Collateral Agent of any party heretoAdditional Receivables that (i) the Debtor shall have provided the Collateral Agent and the Surety Bond Provider reasonable access to all computer tapes, on each Business Day on or prior books, records, files and documentation relating to the Final Addition DateReceivables and the retail installment sales contracts to be designated as Additional Receivables, subject (ii) the Debtor shall have entered into an Interest Rate Cap, an executed copy of which shall be delivered to the Surety Bond Provider promptly following execution thereof or any amendments thereto, which shall be in form and substance acceptable to the Surety Bond Provider, (iii) after giving effect to such pledge of Additional Receivables the Net Investment shall not be greater than the Noteholder’s Percentage of the Borrowing Base, (iv) the amount on deposit in compliance with the conditions set forth below and in Section 2.3Reserve Account shall at least equal the Required Reserve Account Balance (calculated as if such Additional Receivables shall have been pledged to the Collateral Agent), all Contracts and Mortgage Loans originated or (v) if any Additional Receivables proposed to be pledged to the Collateral Agent were acquired by the Seller and identified on in a Schedule of Receivables bulk purchase, the Surety Bond Provider shall be included as Receivables as of the applicable Additional Cut-Off Date, provided that the related Contract or Mortgage Note has been delivered have consented in writing to the Custodian. On the Addition Date with respect to any pledge of such Additional Receivables, and (vi) the Transferor shall purchase from the Seller, and the Seller will sell weighted average original term to maturity of each group of Additional Receivables that are not Direct Loans proposed to be pledged to the Transferor, and Collateral Agent shall be at least one (1) month greater than the Depositor shall purchase from the Transferor, and the Transferor will sell weighted average remaining term to the Depositor, and the Issuer shall purchase from the Depositor, and the Depositor will sell to the Issuer, maturity of such group of Additional Receivables, in each case the Loan Balance sold being established Receivables that are not Direct Loans. (b) Any addition of Receivables as part of the close of business on Collateral made under subsection (a) shall satisfy the applicable Additional Cut-Off Date. In connection with the Additional Receivablesfollowing conditions: (i) on On or before the tenth Business Day immediately preceding each Borrowing Date or on (the date any Monthly Report is delivered and together with each notice of Borrowing“Notice Date”) prior to the Addition Date, the Seller Debtor shall give the DepositorAdministrative Agent, the Custodian, the Indenture Trustee Surety Bond Provider and the Class A Note Collateral Agent an amended written notice that such Additional Receivables will be included as Collateral as of the Addition Date and restated Schedule specifying the estimated Principal Balance of such Additional Receivables (an "Amended and Restated Schedule as of Receivables"); andthe Addition Cut-Off Date; (ii) if necessaryOn or prior to the Addition Closing Date, (x) the Servicer shall have caused its computer tapes and computer records to be marked clearly and unambiguously to show that the Seller shall deliver to the Depositor, the Indenture Trustee and the Class A Note Agent copies of UCC-1 financing statements covering has sold the Additional Receivables to the Debtor and perfecting (y) the Transferor's, Debtor shall have clearly and unambiguously marked (or caused to be marked) its general ledger and any computer tapes or other records to show that an undivided interest in the Depositor's, Additional Receivables has been pledged to the Issuer's and the Indenture Trustee's respective interests therein; and (iii) neither the Transferor, the Depositor nor the Issuer shall purchase, nor shall the Seller, the Transferor or the Depositor sell, Contracts or Mortgage Loans if, prior to giving effect to such sale, the Borrowing Base exceeds $200,000,000, the Issuer is unable to borrow under Section 10.1 of the Indenture or an Event of Default has occurred and is continuing under the Indenture, provided that the obligation of the Transferor, the Depositor and the Issuer to purchase, and the obligation of the Seller, the Transferor and the Depositor to sell, Receivables shall resume immediately if the Borrowing Base is less than $200,000,000, the Issuer may borrow under Section 10.1 of the Indenture and no Event of Default has occurred and is continuing.Collateral Agent;

Additional Receivables. Without further action (a) At any time during the Revolving Period, but no more than once in any consecutive three month period (unless more frequent additions are approved by the Collateral Agent acting upon written instructions of each of the Secured Parties), the Debtor may designate additional Eligible Receivables to be included as part of the Collateral ("ADDITIONAL RECEIVABLES"); PROVIDED, HOWEVER, that in the case of an addition done for a purpose other than preventing the sum of the Borrowing Base plus the amount on deposit in the Reserve Account from declining below the Net Investment, the date of transfer (the "ADDITION DATE") shall be as of the opening of business on the first Business Day of the Collection Period immediately succeeding the Addition Cut-Off Date with respect to such Additional Receivables. It shall be a condition precedent to the pledge to the Collateral Agent of any Additional Receivables that (i) the Debtor shall have provided the Collateral Agent and the Surety Bond Provider reasonable access to all computer tapes, books, records, files and documentation relating to the Receivables and the retail installment sales contracts to be designated as Additional Receivables, (ii) the Debtor shall have entered into an Interest Rate Cap, which shall be in form and substance acceptable to the Surety Bond Provider, (iii) after giving effect to such pledge of Additional Receivables the Net Investment shall not be greater than the Noteholder's Percentage of the Borrowing Base, (iv) the amount on deposit in the Reserve Account shall at least equal the Required Reserve Account Balance (calculated as if such Additional Receivables shall have been pledged to the Collateral Agent), (v) if any Additional Receivables proposed to be pledged to the Collateral Agent were acquired by the Seller in a bulk purchase, the Surety Bond Provider shall have consented in writing to the pledge of such Additional Receivables, and (vi) the weighted average original term to maturity of each group of Additional Receivables proposed to be pledged to the Collateral Agent shall be at least one month greater than the weighted average remaining term to maturity of such group of Additional Receivables. (b) Any addition of Receivables as part of the Collateral made under subsection (a) shall satisfy the following conditions: (i) On or before the tenth Business Day (the "NOTICE DATE") prior to the Addition Date, the Debtor shall give the Administrative Agent, the Surety Bond Provider and the Collateral Agent written notice that such Additional Receivables will be included as Collateral as of the Addition Date and specifying the estimated Principal Balance of such Additional Receivables as of the Addition CutOff Date; (ii) On or prior to the Addition Closing Date, the Debtor shall have clearly and unambiguously marked its general ledger and any party heretocomputer tapes or other records to show that an undivided interest in the Additional Receivables has been pledged to the Collateral Agent; (iii) On or prior to the Addition Closing Date, the Debtor and the Collateral Agent shall have executed a supplemental conveyance in substantially the form of EXHIBIT F to this Agreement (the "SUPPLEMENTAL CONVEYANCE"); (iv) On or prior to the Addition Date, the Debtor shall have deposited or caused to be deposited in the Reserve Account an amount necessary to cause the amount on deposit in the Reserve Account to at least equal the Required Reserve Account Balance (calculated as if such Additional Receivables shall have been pledged to the Collateral Agent); (v) On or prior to the Addition Closing Date, the Debtor shall have directed the Servicer, on behalf of the Debtor, to (A) clearly and unambiguously mark each Business Day computer file containing any Additional Receivable o▇ ▇▇y documentation or records relating thereto, and all computer tapes and records to show that an undivided interest in the Additional Receivables has been pledged to the Collateral Agent as of the Addition Date and (B) deliver to the Collateral Agent and each Secured Party a computer file or microfiche list containing a true and complete list of all Additional Receivables identified by account number and by Principal Balance of such Additional Receivables as of the Addition Cut-Off Date, or a true and complete list of all Receivables, including the Additional Receivables, identified by account number and by Principal Balance as of the Addition Cut-Off Date, which computer file or microfiche list shall be as of the date of such Supplemental Conveyance incorporated into and made a part of such Supplemental Conveyance and this Agreement; (vi) The Debtor shall represent and warrant to the Collateral Agent and the Secured Parties that (w) each Additional Receivable is, as of the Notice Date, the Addition Date and the Addition Closing Date, an Eligible Receivable, (x) no selection procedure adverse to the interests of the Secured Parties was utilized in selecting the Additional Receivables from the available receivables, (y) such transfer of Additional Receivables was not made with the intent to hinder, delay, or defraud any creditor, and (z) (1) the Debtor received reasonably equivalent value in exchange for such Additional Receivables and (2)(a) as of the Addition Date, the Debtor is not insolvent and will not be made insolvent by the transfer of such Additional Receivables (b) the Debtor is not engaged or about to engage in any business for which the Debtor has unreasonably small capital and (c) the Debtor does not intend to incur or believe that it will incur any debts that would be beyond its ability to pay such debts as they occur; and (vii) The Debtor shall represent and warrant that, as of the Addition Closing Date, the Supplemental Conveyance constitutes a grant of a first priority perfected security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Collateral Agent, which is enforceable with respect to the Additional Receivables and the proceeds (including Liquidation Proceeds) thereof on such Addition Closing Date. Upon the filing on or prior to the Final Addition Date, subject to and in compliance with Closing Date of financing statements of the conditions set forth below and type described in Section 2.3, all Contracts and Mortgage Loans originated or acquired by the Seller and identified on a Schedule of Receivables shall be included as Receivables as of the applicable Additional Cut-Off Date, provided that the related Contract or Mortgage Note has been delivered to the Custodian. On the Addition Date 2.1 with respect to any such Additional Receivables, the Transferor shall purchase from the Seller, and the Seller will sell to the Transferor, and the Depositor shall purchase from the Transferor, and the Transferor will sell to the Depositor, and the Issuer shall purchase from the Depositor, and the Depositor will sell to the Issuer, such Additional Receivables, in each case the Loan Balance sold being established as of the close of business on the applicable Additional Cut-Off Date. In connection with the Additional Receivables: (i) on or before the Business Day immediately preceding each Borrowing Date or on the date any Monthly Report is delivered and together with each notice of Borrowing, the Seller shall give the Depositor, the Custodian, the Indenture Trustee and the Class A Note Agent an amended and restated Schedule of Receivables (an "Amended and Restated Schedule of Receivables"); and (ii) if necessary, the Seller shall deliver to the Depositor, the Indenture Trustee and the Class A Note Agent copies of UCC-1 financing statements covering the Additional Receivables and perfecting the Transferor'sproceeds (including Liquidation Proceeds) thereof, and upon the pledge of such Additional Receivables and the proceeds thereof (including Liquidation Proceeds), the Depositor'sCollateral Agent, on behalf of the Issuer's and the Indenture Trustee's respective interests therein; and (iii) neither the TransferorSecured Parties, the Depositor nor the Issuer shall purchasehave a first priority perfected ownership or security interest in such property, nor shall the Seller, the Transferor or the Depositor sell, Contracts or Mortgage Loans if, prior to giving effect to such sale, the Borrowing Base exceeds $200,000,000, the Issuer is unable to borrow except for Liens permitted under Section 10.1 of the Indenture or an Event of Default has occurred and is continuing under the Indenture, provided that the obligation of the Transferor, the Depositor and the Issuer to purchase, and the obligation of the Seller, the Transferor and the Depositor to sell, Receivables shall resume immediately if the Borrowing Base is less than $200,000,000, the Issuer may borrow under Section 10.1 of the Indenture and no Event of Default has occurred and is continuing3.2(e).