Common use of Conditions Precedent to Interim Withdrawals Clause in Contracts

Conditions Precedent to Interim Withdrawals. Each Interim Withdrawal shall be subject to the following conditions precedent (unless waived by the Administrative Agent acting at the direction of the Requisite Lenders): (a) after giving effect to such Interim Withdrawal, the Borrower will maintain an amount in the Collection Account (after transferring any amount to the Interest Reserve Account required under Section 4.3(b) below) not less than the aggregate amount of Aggregate Revolving Principal for which the Borrower has delivered a notice under Section 1.3(c), all accrued but unpaid Interest (including Shortfall Interest), fees (including, without limitation, Unused Facility Fees), expenses and indemnified amounts (excluding any third party legal fees), in each case, calculated by the Administrator to be due and payable on or before the next Payment Date; (b) to the extent any Interest Reserve Account Deficit exists with respect to the immediately preceding Monthly Reporting Date, the amount of such Interest Reserve Account Deficit shall have been transferred from the Collection Account to the Interest Reserve Account; (and the Borrower may transfer such amount from the Collection Account to the Interest Reserve Account); (c) the Borrower shall use the proceeds of such Interim Withdrawal to pay (A) the cash purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Transfer Agreement, (B) first, any IG Deferred Purchase Price owing to the Originator pursuant to the Transfer Agreement and then, second, any Non-IG Deferred Purchase Price owing to the Originator pursuant to the Transfer Agreement or (C) so long as there is no unpaid Non-IG Deferred Purchase Price that has been identified as outstanding, any dividends or other distributions validly declared under the Borrower‘s organizational documents; (d) the Master Servicer shall have delivered to the Lenders and the Administrative Agent on or prior to the date of such Interim Withdrawal, as applicable, in form reasonably satisfactory to the Lenders, all Monthly Reports as due on or before the applicable Interim Withdrawal Date under Section 5.1(h)(i); (e) prior to 4:00 p.m. (New York City time) on the applicable Interim Withdrawal Date, the Borrower shall have delivered to the Administrative Agent and the Lenders a completed daily report calculated as of the close of business on the preceding Business Day and that has been prepared by the Administrator in accordance with the Administration Agreement; (f) the Facility Termination Date shall not have occurred; and (g) on the applicable Interim Withdrawal Date the following statements shall be true (and acceptance of the proceeds of such Interim Withdrawal shall be deemed a representation and warranty by the Borrower that such statements are then true): (i) the representations and warranties set forth in Article III are true and correct in all material respects on and as of the Interim Withdrawal Date of such Interim Withdrawal as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date; (ii) (A) no event has occurred and is continuing or would result from such Interim Withdrawal that constitutes a Potential Amortization Event and (B) no event has occurred or would result from such Interim Withdrawal that constitutes an Amortization Event; and (iii) no Overadvance exists or will result from such Interim Withdrawal. For the purpose of determining compliance with the conditions specified in this Article IV with respect to Advances, the Lenders shall be deemed to have consented to, approved and accepted each condition unless the Administrative Agent shall have received written notice from any Lender prior to the Initial Funding Date or the date of an Advance specifying its objection thereto, and by their funding of any Advance on such date the Lenders shall be deemed to direct the Administrative Agent that all conditions specified in this Article IV have been satisfied.

Conditions Precedent to Interim Withdrawals. Each Interim Withdrawal shall be subject to the following conditions precedent (unless waived by the Administrative Agent acting at the direction of the Requisite Lenders): (a) after giving effect to such Interim Withdrawal, the Borrower will maintain an amount in the Collection Account (after transferring any amount to the Interest Reserve Account required under Section 4.3(b) below) not less than the aggregate amount of Aggregate Revolving Principal for which the Borrower has delivered a notice under Section 1.3(c), all accrued but unpaid Interest (including Shortfall Interest), fees (including, without limitation, Unused Facility Fees), expenses and indemnified amounts (excluding any third party legal fees), in each case, calculated by the Administrator to be due and payable on or before the next Payment Date; (b) to the extent any Interest Reserve Account Deficit exists with respect to the immediately preceding Monthly Reporting Date, the amount of such Interest Reserve Account Deficit shall have been transferred from the Collection Account to the Interest Reserve Account; (and the Borrower may transfer such amount from the Collection Account to the Interest Reserve Account); (c) the Borrower shall use the proceeds of such Interim Withdrawal to pay (A) the cash purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Transfer Agreement, (B) first, any IG Deferred Purchase Price owing to the Originator pursuant to the Transfer Agreement and then, second, any Non-IG Deferred Purchase Price owing to the Originator pursuant to the Transfer Agreement or (C) so long as there is no unpaid Non-IG Deferred Purchase Price that has been identified as outstanding, any dividends or other distributions validly declared under the Borrower‘s Borrower’s organizational documents; (d) the Master Servicer shall have delivered to the Lenders and the Administrative Agent on or prior to the date of such Interim Withdrawal, as applicable, in form reasonably satisfactory to the Lenders, all Monthly Reports as due on or before the applicable Interim Withdrawal Date under Section 5.1(h)(i); (e) prior to 4:00 p.m. (New York City time) on the applicable Interim Withdrawal Date, the Borrower shall have delivered to the Administrative Agent and the Lenders a completed daily report calculated as of the close of business on the preceding Business Day and that has been prepared by the Administrator in accordance with the Administration Agreement; (f) the Facility Termination Date shall not have occurred; and (g) on the applicable Interim Withdrawal Date the following statements shall be true (and acceptance of the proceeds of such Interim Withdrawal shall be deemed a representation and warranty by the Borrower that such statements are then true): (i) the representations and warranties set forth in Article III are true and correct in all material respects on and as of the Interim Withdrawal Date of such Interim Withdrawal as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date; (ii) (A) no event has occurred and is continuing or would result from such Interim Withdrawal that constitutes a Potential Amortization Event and (B) no event has occurred or would result from such Interim Withdrawal that constitutes an Amortization Event; and (iii) no Overadvance exists or will result from such Interim Withdrawal. For the purpose of determining compliance with the conditions specified in this Article IV with respect to Advances, the Lenders shall be deemed to have consented to, approved and accepted each condition unless the Administrative Agent shall have received written notice from any Lender prior to the Initial Funding Date or the date of an Advance specifying its objection thereto, and by their funding of any Advance on such date the Lenders shall be deemed to direct the Administrative Agent that all conditions specified in this Article IV have been satisfied.