Exception Accounts. (a) On or prior to May 24, 2025 (or such later date as agreed to in writing by the Administrator in its sole discretion), the Seller and the Servicer shall: (i) identify and notify in writing in form and substance acceptable to the Administrator one or more Collection Accounts (each, a “Replacement Account”) that will replace each Exception Account maintained as of the Thirteenth Amendment Date, (ii) to the extent such Replacement Account is not subject to a Collection Account Agreement at the time of such identification, deliver to the Administrator a fully executed Collection Account Agreement covering such Replacement Account, and (iii) deliver to the Administrator opinions of counsel of the Seller covering general corporate, enforceability, security interest and perfection-by-control matters with respect to such Collection Account Agreement covering the Replacement Account; (ii) certify to the Administrator in writing in form and substance acceptable to the Administrator that any Exception Account Obligor previously instructed to deliver payments to the Exception Accounts has been instructed, and such Exception Account Obligor has acknowledged such instruction, to remit subsequent payments to the applicable Pool Receivables solely to the Replacement Account and cease remitting payments on any applicable Pool Receivables to the Exception Account; ( (b) On or prior to July 24, 2025 (or such later date as agreed to in writing by the Administrator in its sole discretion), the Seller and the Servicer shall use commercially reasonable efforts to ensure that all Collections with respect to any Pool Receivables which were previously being remitted to any Exception Account are remitted to a Replacement Account. On July 24, 2025 and on any date thereafter, (or such later date as agreed to in writing by the Administrator in its sole discretion), the Seller and the Servicer shall remit any Collections received in any Exception Account to a Replacement Account within two (2) Business Days of receipt. (c) Subject to the Seller’s and the Servicer’s compliance with each of Section 4(a) and (b) of this Exhibit IV, the Servicer may instruct Exception Account Obligors to deliver payments on Pool Receivables to an Exception Account, and the Exception Accounts may be maintained in the name of an Exception Account Originator and shall not be required to be subject to a Collection Account Agreement. 775839016.11 Each of the following shall be a “Termination Event”: (a) (i) the Seller, FleetCor, any Originator, any Sub-Originator or the Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document and, except as otherwise provided herein, such failure shall continue for 30 days after the earlier of any such Person’s knowledge or notice thereof or (ii) the Seller or the Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall remain unremedied for 3 Business Days; (b) FleetCor (or any Affiliate thereof) shall fail to transfer to any successor Servicer, when required, any rights pursuant to this Agreement that FleetCor (or such Affiliate) then has as Servicer; (c) any representation or warranty made or deemed made by the Seller, the Servicer, any Originator, any Sub-Originator (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by the Seller, the Servicer, any Originator or any Sub-Originator pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; (d) the Seller or the Servicer shall fail to deliver (i) any Monthly Information Package when due pursuant to this Agreement, and such failure shall remain unremedied for five Business Days after the earlier of such Person’s knowledge or notice thereof or (ii) any Weekly Information Package when due pursuant to this Agreement, and such failure shall remain unremedied for two Business Days after the earlier of such Person’s knowledge or notice thereof; (e) this Agreement or any Purchase or Reinvestment pursuant to this Agreement shall for any reason: (i) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable first priority perfected undivided percentage ownership or security interest to the extent of the Purchased Interest in each Pool Receivable, the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, or (ii) cease to create with respect to the Pool Assets, or the interest of the Administrator (for the benefit of the Purchasers) with respect to such Pool Assets shall cease to be, a valid and enforceable first priority perfected security interest, free and clear of any Adverse Claim; (f) the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding 775839016.11 instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph; (g) (i) the average for three consecutive calendar months of: (A) the Default Ratio shall exceed 2.00%, (B) the Delinquency Ratio shall exceed 5.00%, or (C) the Dilution Ratio shall exceed 2.00%, or (ii) Days’ Sales Outstanding exceeds 25 days; (h) a Change in Control shall occur; (i) the Purchased Interest shall exceed 100% for two (2) Business Days; (j) (i) the Seller, FleetCor or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding under the Credit Facility or that is outstanding in a principal amount in excess of the Threshold Amount (or, solely with respect to the Seller, $18,600) in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (provided that if such failure is waived under the related agreement then any Termination Event resulting from such failure shall be deemed waived hereunder so long as the Administrator shall not have previously declared the Facility Termination Date to have occurred as a result of such Termination Event); (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement (including, without limitation, the Credit Agreement), mortgage, indenture or instrument (provided that if such event or condition is waived under the related agreement then any Termination Event resulting from such failure shall be deemed waived hereunder so long as the Administrator shall not have previously declared the Facility Termination Date to have occurred as a result of such Termination Event), if the effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt or to terminate the commitments of the lenders under such agreement, mortgage, indenture or instrument, or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case before the stated maturity thereof; (k) either the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall have filed one or more notices of lien asserting a claim or claims in an amount in excess of the Threshold Amount (or, solely with respect to the Seller, $18,600) pursuant to the Internal Revenue Code, or ERISA, as applicable, against the assets of Seller, any Originator, any Sub-Originator, FleetCor or any ERISA Affiliate; (l) Holdings or FleetCor shall fail to perform any of its obligations under the Performance Guaranty; 775839016.11 (m) the Servicer shall amend, modify, waive or supplement any provision of (i) [reserved] or (ii) the BP Card Issuing and Operating Agreement or any document executed and delivered in connection therewith in a manner that adversely affects, directly or indirectly, Servicer’s rights or remedies, as the case may be, under (x) before February 29, 2016, Section 11.5 of the BP Card Issuing and Operating Agreement and (y) on or after February 29, 2016, Sections 3.2.3 or 16.7 of the BP Card Issuing and Operating Agreement, without the prior written consent of the Administrator; or (n) the Consolidated Leverage Ratio as of the end of any fiscal quarter of Holdings shall be greater than the Consolidated Leverage Ratio then required under the Credit Agreement as in effect on the Thirteenth Amendment Date and as thereafter amended, restated, refinanced, replaced, supplemented or otherwise modified (i) if PNC Bank, National Association or any Affiliate thereof is a party to the Credit Agreement as a “Lender”, so long as the Servicer shall have delivered to the Administrator a copy of such amendment, restatement, refinancing, replacement, supplement or other modification and neither the Administrator nor the Majority Purchaser Agents shall have objected thereto in writing within ten (10) Business Days after such delivery or (ii) if neither PNC Bank, National Association nor any Affiliate thereof is a party to the Credit Agreement as a “Lender” and any such amendment, restatement, refinancing, replacement, supplement or other modification resulted in a change to such term or any constituent defined term thereof, so long as the Administrator shall have provided written consent to such change. 775839016.11 775839016.11 Schedule I-1 PNC Bank, National Association A/C # ▇▇-▇▇▇▇-▇▇▇▇ A/C # ▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇▇▇▇▇ A/C #▇▇-▇▇▇▇▇▇▇▇ P.O. Box 536722 Atlanta, GA 30353-6722 P.O. Box 740285 Atlanta, GA 30374-0285 P.O. Box 70887 Charlotte, NC 28272-0887 (expected to be closed in 2025) P.O. Box 740286 Atlanta, GA 30374-0286 P.O. Box 70995 Charlotte, NC 28272-0995 (expected to be closed in 2025) P.O. Box 105080 Atlanta, GA 30348-5080 P.O. Box 534722 Atlanta, GA 30353-4722 Lock-Box 746276 Atlanta, GA 30374-0276 P.O. Box 70997 Charlotte, NC 28272-0997 Regions Bank A/C # 0136391506 A/C # 0018411568 N/A 775839016.11 Schedule II-1 Bank of America, N.A. A/C # 32503-55791 P.O. Box 100647 Atlanta, GA 30384-0647 P.O. Box 500544 St. Louis, MO 63150-0544 (expected to be closed in 2025) P.O. Box 845738 Dallas, TX 75284-5738 The Bank of New York Mellon A/C # 1311759 P.O. Box 360239 Pittsburgh, PA 15250-6239 Toronto Dominion Bank A/C # ▇▇▇▇▇▇▇ N/A Royal Bank of Canada A/C # ▇▇▇▇▇▇▇ N/A TA Connections IL, LLC Bank of America A/C # 8670212414 NHI-2 LLC P.O. Box 74008563 Chicago, IL 60674-8563 TA Connections DE, LLC PNC A/C #▇▇-▇▇▇▇-▇▇▇▇ P.O. Box 746841 Atlanta, GA 30374-0841 775839016.11 Schedule II-2 None. 775839016.11 Schedule III-1 None. PNC Bank, National Association Committed Purchaser $500,000,000.00 PNC Bank, National Association Purchaser Agent N/A ▇▇▇▇▇ Fargo Bank, National Association Committed Purchaser $300,000,000.00 ▇▇▇▇▇ Fargo Bank, National Association Purchaser Agent N/A Gotham Funding Corporation Conduit Purchaser N/A Victory Receivables Corporation Conduit Purchaser N/A MUFG Bank, Ltd. Committed Purchaser $200,000,000.00 MUFG Bank, Ltd. Purchaser Agent N/A Mizuho Bank, Ltd. Committed Purchaser $200,000,000.00 Mizuho Bank, Ltd. Purchaser Agent N/A GTA Funding LLC Conduit Purchaser N/A Cabot Trail Funding LLC Conduit Purchaser N/A The Toronto-Dominion Bank Committed Purchaser $200,000,000.00 The Toronto-Dominion Bank Purchaser Agent N/A Liberty Street Funding LLC Conduit Purchaser N/A The Bank of Nova Scotia Committed Purchaser $200,000,000.00 The Bank of Nova Scotia Purchaser Agent N/A ▇▇▇▇▇▇▇▇▇.11 Schedule V-1 Fifth Third Bank, National Association Committed Purchaser $200,000,000.00 Fifth Third Bank, National Association Purchaser Agent N/A 775839016.11 Schedule V-2 FleetCor Funding LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Corpay Technologies Operating Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, LA 70433 Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ PNC Bank, National Association Committed Purchaser, Purchaser Agent and Administrator The Tower at PNC Plaza ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Asset Backed Finance Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Suite 1500 Atlanta, GA 30328 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: mailto: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 775839016.11 Schedule VI-1 Fifth Third Bank, National Association Committed Purchaser and Purchaser Agent Address: Fifth Third Bank, National Association ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Asset Backed Finance Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇ Gotham Funding Corporation Conduit Purchaser Gotham Funding Corporation c/o Global Securitization Services, LLC ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ 775839016.11 Schedule VI-2 Victory Receivables Corporation Conduit Purchaser Victory Receivables Corporation c/o Global Securitization Services, LLC ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ MUFG Bank, Ltd. Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Securitization Group Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ Mizuho Bank, Ltd. Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 775839016.11 Schedule VI-3 GTA Funding LLC Conduit Purchaser C/O The Toronto-Dominion Bank, as Administrative Agent Attn: ASG Asset Securitization, ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ With a copy to: TD Securities (USA) LLC, as Sub-Administrator Attn: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Cabot Trail Funding LLC Conduit Purchaser C/O The Toronto-Dominion Bank, as Administrative Agent Attn: ASG Asset Securitization, ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ With a copy to: TD Securities (USA) LLC, as Sub-Administrato
Appears in 1 contract
Sources: Omnibus Amendment (Corpay, Inc.)
Exception Accounts. (a) On or prior to May 24, 2025 the sixtieth (60th) day after the Closing Date (or such later date as agreed to in writing by the Administrator in its sole discretion), the Seller and the Servicer shall:
(i) identify and notify in writing in form and substance acceptable to the Administrator one or more Collection Accounts (each, a “Replacement Account”) that will replace each Exception Account maintained as of the Thirteenth Amendment Date, (ii) to the extent such Replacement Account is not subject to a Collection Account Agreement at the time of such identification, deliver to the Administrator a fully executed Collection Account Agreement covering such Replacement Account, and (iii) deliver to the Administrator opinions of counsel of the Seller covering general corporate, enforceability, security interest and perfection-by-control matters with respect to such Collection Account Agreement covering the Replacement Account;
(ii) certify to the Administrator in writing in form and substance acceptable to the Administrator that any Exception Account Obligor previously instructed to deliver payments to the Exception Accounts has been instructed, and such Exception Account Obligor has acknowledged such instruction, to remit subsequent payments to the applicable Pool Receivables solely to the Replacement Account and cease remitting payments on any applicable Pool Receivables to the Exception Account; (
(b) On or prior to July 24, 2025 (or such later date as agreed to in writing by the Administrator Administrative Agent in its sole discretion), the Seller and the Servicer shall use commercially reasonable efforts deliver the following to ensure the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent:
(i) evidence that all Collections each Other Exception Account has been assigned or novated to the Seller, such that the Seller is such Collection Account Bank’s customer with respect to any Pool Receivables which were previously being remitted each Other Exception Account;
(ii) a fully executed Account Control Agreement covering each Other Exception Account; and
(iii) subject to any Exception Account are remitted to a Replacement Account. On July 24, 2025 the Seller’s and on any date thereafter, (or such later date as agreed to in writing by the Administrator in its sole discretionServicer’s compliance with this Section 7.04(a), the Seller Other Exception Accounts may be maintained in the name of the related Originator (rather than the Seller) and shall not be required to be subject to an Account Control Agreement, in each case, until the sixtieth (60th) day after the Closing Date.
(b) Within ninety days (90 days) following the Closing Date, the Servicer shall remit any Collections received in any instruct (or cause Scapa to instruct) all Obligors that are currently remitting payments on the Pool Receivables to the Santander Exception Account Accounts to stop remitting payments on the Pool Receivables to the Santander Exception Accounts and to deliver payments on the Pool Receivables to a Replacement Collection Account within two (2) Business Days of receipt.
(c) other than the Exception Accounts; and the parties hereto agree that if any such Obligor has not been given such instruction, then the related Receivable shall be deemed not to be an Eligible Receivable. Subject to the Seller’s and the Servicer’s compliance with each of this Section 4(a7.04(b), until the two hundred seventieth (270th) and (b) of this Exhibit IVday following the Closing Date, the Servicer may instruct Exception Account Obligors to deliver payments on Pool Receivables to an Exception Account, and the Santander Exception Accounts may be maintained in the name of an Exception Account the related Originator (rather than Seller) and shall not be required to be subject to a Collection an Account Control Agreement, and the Seller and the Servicer may permit Obligors to make payments on Scapa Receivables into the Santander Exception Accounts. 775839016.11 Each of If, after two hundred seventy (270) days following the following shall Closing Date, Obligors continue remitting Collections to the Santander Exception Accounts and such Collections in any calendar month exceed $2,500,000, then the Administrative Agent may, in its sole discretion, require that the Santander Exception Accounts be a “Termination Event”:
assigned and novated to Seller and be subject to an Account Control Agreement (a) (i) the Seller, FleetCor, any Originator, any Sub-Originator or and the Servicer shall fail deliver evidence thereof to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document and, except as otherwise provided herein, such failure shall continue for 30 days after the earlier of any such Person’s knowledge or notice thereof or (ii) the Seller or Administrative Agent). If the Servicer has not complied with the preceding sentence, then such related Pool Receivables shall fail to make when due any payment or deposit be deemed not to be made by it under this Agreement or any other Transaction Document and such failure shall remain unremedied for 3 Business Days;
(b) FleetCor (or any Affiliate thereof) shall fail to transfer to any successor Servicer, when required, any rights pursuant to this Agreement that FleetCor (or such Affiliate) then has as Servicer;Eligible Receivables.
(c) any representation or warranty made or deemed made by Within ninety days (90 days) following the SellerClosing Date, the Servicer, any Originator, any Sub-Originator (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by the Seller, the Servicer, any Originator or any Sub-Originator pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered;
(d) the Seller or the Servicer shall fail (or cause the related Originator to) close the CIBC Exception Account and cause Obligors to deliver (i) any Monthly Information Package when due pursuant make payments on the Pool Receivables to this Agreementa Collection Account other than the Exception Accounts. Until such date, the Seller and such failure shall remain unremedied for five Business Days after the earlier of such Person’s knowledge or notice thereof or (ii) any Weekly Information Package when due pursuant Servicer may permit Obligors to this Agreementmake payments on Pool Receivables into the CIBC Exception Account, and such failure shall remain unremedied for two Business Days after which may be maintained in the earlier of such Person’s knowledge or notice thereof;
(e) this Agreement or any Purchase or Reinvestment pursuant to this Agreement shall for any reason: (i) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable first priority perfected undivided percentage ownership or security interest to the extent name of the Purchased Interest in each Pool Receivable, the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, or related Originator (ii) cease to create with respect to the Pool Assets, or the interest of the Administrator (for the benefit of the Purchasers) with respect to such Pool Assets shall cease to be, a valid and enforceable first priority perfected security interest, free and clear of any Adverse Claim;
(f) rather than the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding 775839016.11 instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph;
(g) (i) the average for three consecutive calendar months of: (A) the Default Ratio shall exceed 2.00%, (B) the Delinquency Ratio shall exceed 5.00%, or (C) the Dilution Ratio shall exceed 2.00%, or (ii) Days’ Sales Outstanding exceeds 25 days;
(h) a Change in Control shall occur;
(i) the Purchased Interest shall exceed 100% for two (2) Business Days;
(j) (i) the Seller, FleetCor or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding under the Credit Facility or that is outstanding in a principal amount in excess of the Threshold Amount (or, solely with respect to the Seller, $18,600) in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (provided that if such failure is waived under the related agreement then any Termination Event resulting from such failure shall be deemed waived hereunder so long as the Administrator shall not have previously declared the Facility Termination Date to have occurred as a result of such Termination Event); (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement (including, without limitation, the Credit Agreement), mortgage, indenture or instrument (provided that if such event or condition is waived under the related agreement then any Termination Event resulting from such failure shall be deemed waived hereunder so long as the Administrator shall not have previously declared the Facility Termination Date to have occurred as a result of such Termination Event), if the effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt or to terminate the commitments of the lenders under such agreement, mortgage, indenture or instrument, or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be madesubject to an Account Control Agreement. If, in each case before after ninety (90) days after the stated maturity thereof;
(k) either the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall have filed one or more notices of lien asserting a claim or claims in an amount in excess of the Threshold Amount (orClosing Date, solely with respect any Obligors continue remitting Collections to the SellerCIBC Exception Account, $18,600) pursuant to the Internal Revenue Code, or ERISA, as applicable, against the assets of Seller, any Originator, any Sub-Originator, FleetCor or any ERISA Affiliate;
(l) Holdings or FleetCor shall fail to perform any of its obligations under the Performance Guaranty; 775839016.11
(m) the Servicer shall amend, modify, waive or supplement any provision of (i) [reserved] or (ii) the BP Card Issuing and Operating Agreement or any document executed and delivered in connection therewith in a manner that adversely affects, directly or indirectly, Servicer’s rights or remedies, as the case may be, under (x) before February 29, 2016, Section 11.5 of the BP Card Issuing and Operating Agreement and (y) on or after February 29, 2016, Sections 3.2.3 or 16.7 of the BP Card Issuing and Operating Agreement, without the prior written consent of the Administrator; or
(n) the Consolidated Leverage Ratio as of the end of any fiscal quarter of Holdings such related Pool Receivables shall be greater than the Consolidated Leverage Ratio then required under the Credit Agreement as in effect on the Thirteenth Amendment Date and as thereafter amended, restated, refinanced, replaced, supplemented or otherwise modified (i) if PNC Bank, National Association or any Affiliate thereof is a party to the Credit Agreement as a “Lender”, so long as the Servicer shall have delivered to the Administrator a copy of such amendment, restatement, refinancing, replacement, supplement or other modification and neither the Administrator nor the Majority Purchaser Agents shall have objected thereto in writing within ten (10) Business Days after such delivery or (ii) if neither PNC Bank, National Association nor any Affiliate thereof is a party to the Credit Agreement as a “Lender” and any such amendment, restatement, refinancing, replacement, supplement or other modification resulted in a change to such term or any constituent defined term thereof, so long as the Administrator shall have provided written consent to such change. 775839016.11 775839016.11 Schedule I-1 PNC Bank, National Association A/C # ▇▇-▇▇▇▇-▇▇▇▇ A/C # ▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇▇▇▇▇ A/C #▇▇-▇▇▇▇▇▇▇▇ P.O. Box 536722 Atlanta, GA 30353-6722 P.O. Box 740285 Atlanta, GA 30374-0285 P.O. Box 70887 Charlotte, NC 28272-0887 (expected deemed not to be closed in 2025) P.O. Box 740286 Atlanta, GA 30374-0286 P.O. Box 70995 Charlotte, NC 28272-0995 (expected to be closed in 2025) P.O. Box 105080 Atlanta, GA 30348-5080 P.O. Box 534722 Atlanta, GA 30353-4722 Lock-Box 746276 Atlanta, GA 30374-0276 P.O. Box 70997 Charlotte, NC 28272-0997 Regions Bank A/C # 0136391506 A/C # 0018411568 N/A 775839016.11 Schedule II-1 Bank of America, N.A. A/C # 32503-55791 P.O. Box 100647 Atlanta, GA 30384-0647 P.O. Box 500544 St. Louis, MO 63150-0544 (expected to be closed in 2025) P.O. Box 845738 Dallas, TX 75284-5738 The Bank of New York Mellon A/C # 1311759 P.O. Box 360239 Pittsburgh, PA 15250-6239 Toronto Dominion Bank A/C # ▇▇▇▇▇▇▇ N/A Royal Bank of Canada A/C # ▇▇▇▇▇▇▇ N/A TA Connections IL, LLC Bank of America A/C # 8670212414 NHI-2 LLC P.O. Box 74008563 Chicago, IL 60674-8563 TA Connections DE, LLC PNC A/C #▇▇-▇▇▇▇-▇▇▇▇ P.O. Box 746841 Atlanta, GA 30374-0841 775839016.11 Schedule II-2 None. 775839016.11 Schedule III-1 None. PNC Bank, National Association Committed Purchaser $500,000,000.00 PNC Bank, National Association Purchaser Agent N/A ▇▇▇▇▇ Fargo Bank, National Association Committed Purchaser $300,000,000.00 ▇▇▇▇▇ Fargo Bank, National Association Purchaser Agent N/A Gotham Funding Corporation Conduit Purchaser N/A Victory Receivables Corporation Conduit Purchaser N/A MUFG Bank, Ltd. Committed Purchaser $200,000,000.00 MUFG Bank, Ltd. Purchaser Agent N/A Mizuho Bank, Ltd. Committed Purchaser $200,000,000.00 Mizuho Bank, Ltd. Purchaser Agent N/A GTA Funding LLC Conduit Purchaser N/A Cabot Trail Funding LLC Conduit Purchaser N/A The Toronto-Dominion Bank Committed Purchaser $200,000,000.00 The Toronto-Dominion Bank Purchaser Agent N/A Liberty Street Funding LLC Conduit Purchaser N/A The Bank of Nova Scotia Committed Purchaser $200,000,000.00 The Bank of Nova Scotia Purchaser Agent N/A ▇▇▇▇▇▇▇▇▇.11 Schedule V-1 Fifth Third Bank, National Association Committed Purchaser $200,000,000.00 Fifth Third Bank, National Association Purchaser Agent N/A 775839016.11 Schedule V-2 FleetCor Funding LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇Eligible Receivables.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Corpay Technologies Operating Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, LA 70433 Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ PNC Bank, National Association Committed Purchaser, Purchaser Agent and Administrator The Tower at PNC Plaza ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Asset Backed Finance Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Suite 1500 Atlanta, GA 30328 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: mailto: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 775839016.11 Schedule VI-1 Fifth Third Bank, National Association Committed Purchaser and Purchaser Agent Address: Fifth Third Bank, National Association ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Asset Backed Finance Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇ Gotham Funding Corporation Conduit Purchaser Gotham Funding Corporation c/o Global Securitization Services, LLC ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ 775839016.11 Schedule VI-2 Victory Receivables Corporation Conduit Purchaser Victory Receivables Corporation c/o Global Securitization Services, LLC ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ MUFG Bank, Ltd. Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Securitization Group Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ Mizuho Bank, Ltd. Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 775839016.11 Schedule VI-3 GTA Funding LLC Conduit Purchaser C/O The Toronto-Dominion Bank, as Administrative Agent Attn: ASG Asset Securitization, ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ With a copy to: TD Securities (USA) LLC, as Sub-Administrator Attn: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Cabot Trail Funding LLC Conduit Purchaser C/O The Toronto-Dominion Bank, as Administrative Agent Attn: ASG Asset Securitization, ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ With a copy to: TD Securities (USA) LLC, as Sub-Administrato
Appears in 1 contract
Sources: Receivables Purchase Agreement (Mativ Holdings, Inc.)
Exception Accounts. (ai) On or prior to May 24, 2025 (or such later date as agreed to in writing by the Administrator in its sole discretion), pursuant to Section 4 of Exhibit IV of the Seller Receivables Purchase Agreement, each Exception Account Originator shall, or shall enable the Company and the Servicer shall:
(i) identify and notify in writing in form and substance acceptable to, instruct any Exception Account Obligor previously instructed to deliver payments to the Administrator one or more Collection Exception Accounts (eachto be instructed, a “Replacement Account”) that will replace and to receive acknowledgement from each such Exception Account maintained as Obligor of the Thirteenth Amendment Datesuch instruction, (ii) to remit subsequent payments to the extent such applicable Pool Receivables solely to the Replacement Account is not subject to a Collection Account Agreement at the time of such identification, deliver and cease remitting payments on any applicable Pool Receivables to the Administrator a fully executed Collection Account Agreement covering such Replacement Exception Account, and (iii) deliver to the Administrator opinions of counsel of the Seller covering general corporate, enforceability, security interest and perfection-by-control matters with respect to such Collection Account Agreement covering the Replacement Account;.
(ii) On or prior to May 24, 2025 (or such later date as agreed to in writing by the Administrator in its sole discretion), pursuant to Section 4 of Exhibit IV of the Receivables Purchase Agreement, each Exception Account Originator shall certify to the Administrator in writing in form and substance acceptable to the Administrator that any Exception Account Obligor previously instructed to deliver payments to the an Exception Accounts Account owned by such Exception Account Originator has been instructed, and such Exception Account Obligor has acknowledged such instruction, to remit subsequent payments to the applicable Pool Receivables solely to the Replacement Account and cease remitting payments on any applicable Pool Receivables to the Exception Account; (;
(biii) On or prior to July 24, 2025 (or such later date as agreed to in writing by the Administrator in its sole discretion), the Seller and the Servicer each Exception Account Originator shall use commercially reasonable efforts to ensure that all Collections with respect to any Pool Receivables which were previously being remitted to any Exception Account are remitted to a Replacement Account. On July 24, 2025 and on any date thereafter, (or such later date as agreed to in writing by the Administrator in its sole discretion), the Seller and the Servicer each Exception Account Originator shall remit any Collections received in any Exception Account related to such Exception Account Originator to a Replacement Account within two (2) Business Days of receipt.
(c) Subject to the Seller’s and the Servicer’s compliance with each of Section 4(a) and (b) of this Exhibit IV, the Servicer may instruct Exception Account Obligors to deliver payments on Pool Receivables to an Exception Account, and the Exception Accounts may be maintained in the name of an Exception Account Originator and shall not be required to be subject to a Collection Account Agreement. 775839016.11 Each of the following shall be a “Termination Event”:
(a) (i) the Seller, FleetCor, any Originator, any Sub-Originator or the Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document and, except as otherwise provided herein, such failure shall continue for 30 days after the earlier of any such Person’s knowledge or notice thereof or (ii) the Seller or the Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall remain unremedied for 3 Business Days;
(b) FleetCor (or any Affiliate thereof) shall fail to transfer to any successor Servicer, when required, any rights pursuant to this Agreement that FleetCor (or such Affiliate) then has as Servicer;
(c) any representation or warranty made or deemed made by the Seller, the Servicer, any Originator, any Sub-Originator (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by the Seller, the Servicer, any Originator or any Sub-Originator pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered;
(d) the Seller or the Servicer shall fail to deliver (i) any Monthly Information Package when due pursuant to this Agreement, and such failure shall remain unremedied for five Business Days after the earlier of such Person’s knowledge or notice thereof or (ii) any Weekly Information Package when due pursuant to this Agreement, and such failure shall remain unremedied for two Business Days after the earlier of such Person’s knowledge or notice thereof;
(e) this Agreement or any Purchase or Reinvestment pursuant to this Agreement shall for any reason: (i) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable first priority perfected undivided percentage ownership or security interest to the extent of the Purchased Interest in each Pool Receivable, the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, or (ii) cease to create with respect to the Pool Assets, or the interest of the Administrator (for the benefit of the Purchasers) with respect to such Pool Assets shall cease to be, a valid and enforceable first priority perfected security interest, free and clear of any Adverse Claim;
(f) the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding 775839016.11 instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, FleetCor, the Servicer, any Originator or any Sub-Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph;
(g) (i) the average for three consecutive calendar months of: (A) the Default Ratio shall exceed 2.00%, (B) the Delinquency Ratio shall exceed 5.00%, or (C) the Dilution Ratio shall exceed 2.00%, or (ii) Days’ Sales Outstanding exceeds 25 days;
(h) a Change in Control shall occur;
(i) the Purchased Interest shall exceed 100% for two (2) Business Days;
(j) (i) the Seller, FleetCor or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding under the Credit Facility or that is outstanding in a principal amount in excess of the Threshold Amount (or, solely with respect to the Seller, $18,600) in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (provided that if such failure is waived under the related agreement then any Termination Event resulting from such failure shall be deemed waived hereunder so long as the Administrator shall not have previously declared the Facility Termination Date to have occurred as a result of such Termination Event); (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement (including, without limitation, the Credit Agreement), mortgage, indenture or instrument (provided that if such event or condition is waived under the related agreement then any Termination Event resulting from such failure shall be deemed waived hereunder so long as the Administrator shall not have previously declared the Facility Termination Date to have occurred as a result of such Termination Event), if the effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt or to terminate the commitments of the lenders under such agreement, mortgage, indenture or instrument, or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case before the stated maturity thereof;
(k) either the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall have filed one or more notices of lien asserting a claim or claims in an amount in excess of the Threshold Amount (or, solely with respect to the Seller, $18,600) pursuant to the Internal Revenue Code, or ERISA, as applicable, against the assets of Seller, any Originator, any Sub-Originator, FleetCor or any ERISA Affiliate;
(l) Holdings or FleetCor shall fail to perform any of its obligations under the Performance Guaranty; 775839016.11
(m) the Servicer shall amend, modify, waive or supplement any provision of (i) [reserved] or (ii) the BP Card Issuing and Operating Agreement or any document executed and delivered in connection therewith in a manner that adversely affects, directly or indirectly, Servicer’s rights or remedies, as the case may be, under (x) before February 29, 2016, Section 11.5 of the BP Card Issuing and Operating Agreement and (y) on or after February 29, 2016, Sections 3.2.3 or 16.7 of the BP Card Issuing and Operating Agreement, without the prior written consent of the Administrator; or
(n) the Consolidated Leverage Ratio as of the end of any fiscal quarter of Holdings shall be greater than the Consolidated Leverage Ratio then required under the Credit Agreement as in effect on the Thirteenth Amendment Date and as thereafter amended, restated, refinanced, replaced, supplemented or otherwise modified (i) if PNC Bank, National Association or any Affiliate thereof is a party to the Credit Agreement as a “Lender”, so long as the Servicer shall have delivered to the Administrator a copy of such amendment, restatement, refinancing, replacement, supplement or other modification and neither the Administrator nor the Majority Purchaser Agents shall have objected thereto in writing within ten (10) Business Days after such delivery or (ii) if neither PNC Bank, National Association nor any Affiliate thereof is a party to the Credit Agreement as a “Lender” and any such amendment, restatement, refinancing, replacement, supplement or other modification resulted in a change to such term or any constituent defined term thereof, so long as the Administrator shall have provided written consent to such change. 775839016.11 775839016.11 Schedule I-1 PNC Bank, National Association A/C # ▇▇-▇▇▇▇-▇▇▇▇ A/C # ▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇-▇▇▇▇ A/C #▇▇-▇▇▇▇▇▇▇▇ A/C #▇▇-▇▇▇▇▇▇▇▇ P.O. Box 536722 Atlanta, GA 30353-6722 P.O. Box 740285 Atlanta, GA 30374-0285 P.O. Box 70887 Charlotte, NC 28272-0887 (expected to be closed in 2025) P.O. Box 740286 Atlanta, GA 30374-0286 P.O. Box 70995 Charlotte, NC 28272-0995 (expected to be closed in 2025) P.O. Box 105080 Atlanta, GA 30348-5080 P.O. Box 534722 Atlanta, GA 30353-4722 Lock-Box 746276 Atlanta, GA 30374-0276 P.O. Box 70997 Charlotte, NC 28272-0997 Regions Bank A/C # 0136391506 A/C # 0018411568 N/A 775839016.11 Schedule II-1 Bank of America, N.A. A/C # 32503-55791 P.O. Box 100647 Atlanta, GA 30384-0647 P.O. Box 500544 St. Louis, MO 63150-0544 (expected to be closed in 2025) P.O. Box 845738 Dallas, TX 75284-5738 The Bank of New York Mellon A/C # 1311759 P.O. Box 360239 Pittsburgh, PA 15250-6239 Toronto Dominion Bank A/C # ▇▇▇▇▇▇▇ N/A Royal Bank of Canada A/C # ▇▇▇▇▇▇▇ N/A TA Connections IL, LLC Bank of America A/C # 8670212414 NHI-2 LLC P.O. Box 74008563 Chicago, IL 60674-8563 TA Connections DE, LLC PNC A/C #▇▇-▇▇▇▇-▇▇▇▇ P.O. Box 746841 Atlanta, GA 30374-0841 775839016.11 Schedule II-2 None. 775839016.11 Schedule III-1 None. PNC Bank, National Association Committed Purchaser $500,000,000.00 PNC Bank, National Association Purchaser Agent N/A ▇▇▇▇▇ Fargo Bank, National Association Committed Purchaser $300,000,000.00 ▇▇▇▇▇ Fargo Bank, National Association Purchaser Agent N/A Gotham Funding Corporation Conduit Purchaser N/A Victory Receivables Corporation Conduit Purchaser N/A MUFG Bank, Ltd. Committed Purchaser $200,000,000.00 MUFG Bank, Ltd. Purchaser Agent N/A Mizuho Bank, Ltd. Committed Purchaser $200,000,000.00 Mizuho Bank, Ltd. Purchaser Agent N/A GTA Funding LLC Conduit Purchaser N/A Cabot Trail Funding LLC Conduit Purchaser N/A The Toronto-Dominion Bank Committed Purchaser $200,000,000.00 The Toronto-Dominion Bank Purchaser Agent N/A Liberty Street Funding LLC Conduit Purchaser N/A The Bank of Nova Scotia Committed Purchaser $200,000,000.00 The Bank of Nova Scotia Purchaser Agent N/A ▇▇▇▇▇▇▇▇▇.11 Schedule V-1 Fifth Third Bank, National Association Committed Purchaser $200,000,000.00 Fifth Third Bank, National Association Purchaser Agent N/A 775839016.11 Schedule V-2 FleetCor Funding LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Corpay Technologies Operating Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, LA 70433 Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ PNC Bank, National Association Committed Purchaser, Purchaser Agent and Administrator The Tower at PNC Plaza ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Asset Backed Finance Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Suite 1500 Atlanta, GA 30328 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: mailto: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 775839016.11 Schedule VI-1 Fifth Third Bank, National Association Committed Purchaser and Purchaser Agent Address: Fifth Third Bank, National Association ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Asset Backed Finance Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇ Gotham Funding Corporation Conduit Purchaser Gotham Funding Corporation c/o Global Securitization Services, LLC ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ 775839016.11 Schedule VI-2 Victory Receivables Corporation Conduit Purchaser Victory Receivables Corporation c/o Global Securitization Services, LLC ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ MUFG Bank, Ltd. Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Securitization Group Fax: ▇▇▇.▇▇▇.▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ ▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ Mizuho Bank, Ltd. Committed Purchaser and Purchaser Agent ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 775839016.11 Schedule VI-3 GTA Funding LLC Conduit Purchaser C/O The Toronto-Dominion Bank, as Administrative Agent Attn: ASG Asset Securitization, ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ With a copy to: TD Securities (USA) LLC, as Sub-Administrator Attn: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Cabot Trail Funding LLC Conduit Purchaser C/O The Toronto-Dominion Bank, as Administrative Agent Attn: ASG Asset Securitization, ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ With a copy to: TD Securities (USA) LLC, as Sub-Administrato
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Sources: Omnibus Amendment (Corpay, Inc.)