Common use of Broken Funding Clause in Contracts

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor shall compensate the APA Banks, without duplication, for the loss, cost and expense attributable to such event. Such loss, cost or expense to any APA Bank shall be deemed to include an amount determined by such APA Bank to be the excess, if any, of (i) the amount of Discount which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. Within forty-five (45) days after any APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.15, a certificate of such APA Bank setting forth any amount or amounts that such APA Bank is entitled to receive pursuant to this Section 2.15 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Agent and the related Funding Agent) and shall be conclusive absent manifest error. The Transferor shall pay each such APA Bank the amount shown as due on any such certificate within ten days following receipt thereof.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor Borrower shall compensate the relevant APA Banks, without duplication, Banks for the loss, cost and expense actually incurred by such APA Banks attributable to such event. Such loss, cost or expense to any APA Bank shall be deemed to include an amount determined by such APA Bank to be the excess, if any, of (i) the amount of Discount Interest which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, Rate that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar Eurodollar market. Within forty-five (45) days after any APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.15, a certificate of such APA Bank setting forth any amount or amounts that such APA Bank is entitled to receive pursuant to this Section 2.15 and the reason(s) therefor shall be delivered to the Transferor Borrower (with a copy to the Administrative Agent and the related Funding Agent) and shall be conclusive absent manifest error. The Transferor Borrower shall pay each such APA Bank the amount shown as due on any such certificate within ten days following after receipt thereof.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor shall compensate the APA Banks, without duplication, for the loss, cost and expense attributable to such event. Such loss, cost or expense to any APA Bank shall be deemed to include an amount determined by such APA Bank to be the excess, if any, of of (i) the amount of Discount which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. Within forty-five (45) days after any APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.15, a certificate of such APA Bank setting forth any amount or amounts that such APA Bank is entitled to receive pursuant to this Section 2.15 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Agent and the related Funding Agent) and shall be conclusive absent manifest error. The Transferor shall pay each such APA Bank the amount shown as due on any such certificate within ten days following receipt thereof.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of -------------- any principal of any Eurodollar Tranche other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor shall compensate the APA Banks, without duplication, Banks for the loss, cost and expense attributable to such event. Such loss, cost or expense to any APA Bank shall be deemed to include an amount determined by such APA Bank to be the excess, if any, of (i) the amount of Discount which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, Rate that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. Within forty-five (45) days after any APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.15, a certificate of such APA Bank setting forth any amount or amounts that such APA Bank is entitled to receive pursuant to this Section 2.15 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Agent and the related Funding Agent) and shall be conclusive absent manifest error. The Transferor shall pay each such APA Bank the amount shown as due on any such certificate within ten (10) days following after receipt thereof.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. a) In the event of (a) the payment of any principal of any PARCO Eurodollar Tranche other than on the last day of the PARCO Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a PARCO Eurodollar Tranche), (b) the conversion of any PARCO Eurodollar Tranche other than on the last day of the related PARCO Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any PARCO Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor shall compensate the applicable PARCO APA Banks, without duplication, Banks for the loss, cost and expense attributable to such event. Such loss, cost or expense to any PARCO APA Bank shall be deemed to include an amount determined by such PARCO APA Bank to be the excess, if any, of (i) the amount of PARCO Discount which would have accrued on the principal amount of such PARCO Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of PARCO Eurodollar Rate, Rate that would have been applicable to such PARCO Eurodollar Tranche, for the period from the date of such event to the last day of the PARCO Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related PARCO Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such PARCO APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. Within forty-five (45) days after any PARCO APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.152.15(a), a certificate of such PARCO APA Bank setting forth any amount or amounts that such PARCO APA Bank is entitled to receive pursuant to this Section 2.15 2.15(a) and the reason(s) therefor shall be delivered to the Transferor by the Administrative Agent (with a copy to delivered by the Administrative Agent and to the related PARCO Funding Agent) and shall be conclusive absent manifest error. The Transferor shall pay to the Administrative Agent on behalf of each such PARCO APA Bank the amount shown as due on any such certificate within ten (10) days following after receipt thereof. (b) The Transferor shall pay to the Administrative Agent for the account of Redwood, upon request of Redwood, such amount or amounts as shall compensate Redwood for any loss, cost or expense incurred by Redwood in the ordinary course (as reasonably determined by Redwood) as a result of any reduction by the Transferor in the Redwood Net Investment (and accompanying loss of Redwood Yield thereon) other than on the maturity date of the Commercial Paper (or other financing source) funding such Redwood Net Investment, which compensation shall include an amount equal to any loss or expense incurred by Redwood during the period from the date of such reduction to (but excluding) the maturity date of such Commercial Paper (or other financing source) if the rate of interest obtainable by Redwood upon the redeployment of funds in an amount equal to such reduction is less than the interest rate applicable to such Commercial Paper (or other financing source). The reasonable determination by Redwood of the amount of any such loss or expense shall be set forth in a written notice to the Transferor in reasonable detail and shall be final, binding and conclusive on the Transferor (absent manifest error) for all purposes. (c) The Transferor shall pay to the Administrative Agent for the account of Liberty, upon request of Liberty, such amount or amounts as shall compensate Liberty for any loss, cost or expense incurred by Liberty in the ordinary course (as reasonably determined by Liberty) as a result of any reduction by the Transferor in the Liberty Net Investment (and accompanying loss of Liberty Yield thereon) other than on the maturity date of the Commercial Paper (or other financing source) funding such Liberty Net Investment, which compensation shall include an amount equal to any loss or expense incurred by Liberty during the period from the date of such reduction to (but excluding) the maturity date of such Commercial Paper (or other financing source) if the rate of interest obtainable by Liberty upon the redeployment of funds in an amount equal to such reduction is less than the interest rate applicable to such Commercial Paper (or other financing source). The reasonable determination by Liberty of the amount of any such loss or expense shall be set forth in a written notice to the Transferor in reasonable detail and shall be final, binding and conclusive on the Transferor (absent manifest error) for all purposes.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor Servicer shall compensate the APA Banks, without duplication, Banks for the loss, cost and expense attributable to such event. Such loss, cost or expense to any APA Bank shall be deemed to include an amount determined by such APA Bank to be the excess, if any, of (i) the amount of the Discount which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, Rate that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. Within forty-five (45) days after any APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.152.14, a certificate of such APA Bank setting forth any amount or amounts (calculated in such reasonable detail as the Servicer may request) that such APA Bank is entitled to receive pursuant to this Section 2.15 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Agent and the related Funding Agent) and shall be conclusive absent manifest error. The Transferor shall pay each such APA Bank the amount shown as due on any such certificate within ten days following receipt thereof.Section

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day of the Eurodollar such Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the such related Eurodollar Tranche PeriodTranche, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor Seller shall compensate the applicable APA Banks, without duplication, Banks for the loss, cost and expense attributable to such event. Such loss, cost or expense to any APA Bank Banks shall be deemed to include an amount determined by such APA Bank to be the excess, if any, of (i) the amount of Discount the Discount, as the case may be, which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of a Eurodollar Rate, Rate that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar such Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche PeriodAccrual Period for such Tranche), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. Within forty-five fifteen (4515) days after any APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.152.10, a certificate of such APA Bank setting forth in reasonable detail a calculation of any amount or amounts that such APA Bank is entitled to receive pursuant to this Section 2.15 2.10 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Agent and the related Funding Agent) Seller and shall be conclusive absent manifest error. The Transferor Seller shall pay each such APA Bank the amount shown as due on any such certificate within ten days following on the next succeeding Settlement Date after receipt thereof.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of that (a) the payment of any principal of any Eurodollar Tranche is made other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment by the Transferor of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche in made by the Transferor other than on the last day of the related Eurodollar Tranche Period, or (c) any failure the Transferor fails to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor shall compensate the APA Banks, without duplication, Committed Purchasers for the loss, cost and expense actually incurred by such Committed Purchasers attributable to such event. Such loss, cost or expense to any APA Bank Committed Purchaser shall be deemed to include an amount determined by such APA Bank Committed Purchaser to be the excess, if any, of (i) the amount of Discount which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, Rate that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank Committed Purchaser would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar Eurodollar market. Within forty-five (45) days after any APA Bank Committed Purchaser hereunder receives actual knowledge of any of the events specified in this Section 2.152.16, a certificate of such APA Bank Committed Purchaser setting forth any amount or amounts that such APA Bank Committed Purchaser is entitled to receive pursuant to this Section 2.15 2.16 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Agent and the related Funding Agent) and shall be conclusive absent manifest error. The Transferor shall pay each such APA Bank Committed Purchaser the amount shown as due on any such certificate within ten (10) days following after receipt thereof.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor shall compensate each of the APA Banks, without duplication, Purchasers for the loss, cost and expense actually incurred by such Purchaser attributable to such event. Such loss, cost or expense to any APA Bank Purchaser shall be deemed to include an amount determined by such APA Bank Purchaser to be the excess, if any, of (i) the amount of Discount which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, Rate that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank Purchaser would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar Eurodollar market. Within forty-five (45) days after any APA Bank Purchaser hereunder receives actual knowledge of any of the events specified in this Section 2.152.16, a certificate of such APA Bank Purchaser setting forth any amount or amounts that such APA Bank Purchaser is entitled to receive pursuant to this Section 2.15 2.16 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Agent and the related Funding Agent) and shall be conclusive absent manifest error. The Transferor shall pay each such APA Bank Purchaser the amount shown as due on any such certificate within ten (10) days following after receipt thereof.

Broken Funding. In the event any portion of the Net Investment held by a CP Issuer is reduced (whether as a result of a payment by the Transferor, a sale of such Net Investment by a CP Issuer to its related APA Banks, the provisions of Section 2.17 or otherwise), the Transferor shall compensate such CP Issuer in full, without duplication, for any loss, cost or expense attributable to such event, such amount to be payable to such CP Issuer on the next succeeding Monthly Payment Date. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day of the Eurodollar Tranche Period applicable thereto (including as a result of the occurrence of the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the conversion of any Eurodollar Tranche other than on the last day of the related Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Transferor shall compensate the APA Banks, without duplication, Banks for the loss, cost and expense attributable to such event. Such loss, cost or expense to any APA Bank shall be deemed to include an amount determined by such APA Bank to be the excess, if any, of (i) the amount of Discount which would have accrued on the principal amount of such Eurodollar Tranche had such event not occurred, at the per annum interest rate determined pursuant to clause (b) of the definition of Eurodollar Rate, Rate that would have been applicable to such Eurodollar Tranche, for the period from the date of such event to the last day of the Eurodollar Tranche Period (or, in the case of a failure to borrow, convert or continue, for the period that would have been the related Eurodollar Tranche Period), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such APA Bank would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the interbank eurodollar market. Within forty-five (45) days after any APA Bank hereunder receives actual knowledge of any of the events specified in this Section 2.15, a certificate of such APA Bank setting forth any amount or amounts that such APA Bank is entitled to receive pursuant to this Section 2.15 and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Administrative Funding Agent and the related Funding applicable Group Agent) and shall be conclusive absent manifest error. The Transferor shall pay each such APA Bank the amount shown as due on any such certificate within ten (10) days following after receipt thereof.