Common use of Closing Dates Clause in Contracts

Closing Dates. In order to participate in the Conduit program, a Seller must execute and deliver (a) a Notice of Intent to Participate to the Department, with a copy to the Conduit Administrator and (b) a Purchase Agreement to the Conduit Administrator, with a copy to the Department. In addition, on or prior to the first date Eligible Loans are sold under the related Purchase Agreement (each, a “Seller Closing Date”), the applicable Seller and Funding Note Issuer shall deliver or cause to be delivered to the Conduit Administrator the documents required pursuant to such Purchase Agreement, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5A in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: (i) an officer’s certificate from the Seller, in the form approved by the Department, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf of the Seller; (iii) opinions of counsel to the Seller, in the form and substance approved by the Department, relating to corporate matters, legality, validity and enforceability of the related Purchase Agreement and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request; (iv) UCC-1 financing statements in the form acceptable for filing under the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuer, as debtor, and the Conduit as ultimate secured party or other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller Closing Date listing all effective financing statements which name the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years); or (b) an opinion of counsel to the Seller, in form and substance approved by the Department, relating to the priority of the Conduit’s lien on the related Pledged Loans; (vi) executed copies of each of the Transaction Documents in form and substance acceptable to the Department (including, but not limited to, the related Purchase Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 with respect to the applicable Loans.

Closing Dates. In order to participate in the Conduit program, a Seller must execute and deliver (a) a Notice of Intent to Participate Subject to the Departmentterms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with a copy respect to the Conduit Administrator and First Closing Acquired Balance Sheet (bthe “First Closing”) a Purchase Agreement shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Conduit AdministratorFirst Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the First Closing), with a copy to or such other date as the Department. In addition, Sellers and the Purchaser may mutually agree upon in writing (the day on or prior to which the first date Eligible Loans are sold under Closing takes place being the related Purchase Agreement (each, a “Seller First Closing Date”); provided, the applicable Seller and Funding Note Issuer shall deliver or cause to be delivered to the Conduit Administrator the documents required pursuant to such Purchase Agreement, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5A in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: that (i) an officer’s certificate from the SellerFirst Closing Date shall be no later than December 21, in the form approved by the Department2012, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf Parties hereto agree that notwithstanding the time of the Seller; (iii) opinions of counsel First Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship to the SellerFirst Closing Date, in the form and substance approved by the Departmentincluding, relating to corporate matterswithout limitation, legality, validity and enforceability determination of the related Purchase Agreement First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request; (iv) UCC-1 financing statements in the form acceptable for filing under the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuer, as debtor, and the Conduit as ultimate secured party or other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller First Closing Date listing all shall be deemed to have occurred effective financing statements which name December 1, 2012 (the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years“Effective Date”); or . (b) an opinion of counsel Subject to the Sellerterms and conditions of this Agreement, in form and substance approved by the Department, relating to the priority closing of the Conduit’s lien on the related Pledged Loans; (vi) executed copies of each of the Transaction Documents in form and substance acceptable to the Department (including, but not limited to, the related Purchase Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable Loansconditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Closing Date”); provided, however, that notwithstanding anything to the contrary herein, the Second Closing Date (i) shall not occur prior to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, and (ii) shall occur on no later than the earlier of (1) the first business day following the first day by which Purchaser has obtained the Required CA and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either of the Required CA and FL Contractor Licenses.

Closing Dates. In order to participate in the Conduit program, a Seller must execute and deliver (a) a Notice The closing of Intent to Participate the purchase and sale of the Transferred Units (the “Principal Closing”) shall take place via electronic (including .pdf, DocuSign, or otherwise) exchange of documents at 10:00 a.m., New York City time, on the fifth (5th) Business Day after the date on which the conditions set forth in Article VI have been satisfied or, to the Departmentextent permitted by applicable Law, with a copy waived by the parties entitled to the Conduit Administrator benefit thereof (other than those conditions which by their terms are to be satisfied at the Principal Closing but subject to the satisfaction at the Principal Closing or waiver of such conditions), or at such other place, time and date as shall be agreed between Seller and Purchaser. The date on which the Principal Closing occurs is referred to as the “Principal Closing Date.” The Principal Closing shall be deemed to be effective as of 12:01 a.m., New York City time, on the Principal Closing Date (the “Principal Closing Effective Time”). After the Reference Time and on the Principal Closing Date, Seller shall not, and shall cause each Seller Group Member not to, incur any Indebtedness or distribute or dividend any Cash without the prior written consent of Purchaser. To the extent that, after the Reference Time and on the Principal Closing Date, Seller or a Seller Group Member (i) incurs any amount of Indebtedness relating to the Business or the Group Companies, such amount shall be deemed to increase the amount of Closing Indebtedness as of the Reference Time or (ii) pays, distributes, or dividends any Cash in any manner, such amount shall be deemed to reduce the Closing Cash as of the Reference Time. (b) a Purchase Agreement No later than the fifth (5th) Business Day following the satisfaction of the Subsequent Closing Conditions (other than those conditions which by their terms are to be satisfied at the Subsequent Closing but subject to the Conduit Administratorsatisfaction at the Subsequent Closing or waiver of such conditions), with a copy Seller shall transfer the Subsequent Transferred Units to the Department. In additionCompany (the “Subsequent Closing” and such date, on or prior to the first date Eligible Loans are sold under the related Purchase Agreement (each, a “Seller Subsequent Closing Date”), the applicable and in connection therewith, Seller and Funding Note Issuer shall deliver to the Company certificates, if any, representing any certificated Subsequent Transferred Units and customary instruments of transfer and assignment of the Subsequent Transferred Units, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller. During the period from the Principal Closing Date until the occurrence of the Subsequent Closing (such period, the “Subsequent Closing Interim Period”), (i) none of the Subsequent Transferred Units shall be transferred to Purchaser or the Company, (ii) Seller shall not take any action that would cause the Subsequent Transferred Company or the California Business to be delivered to operated in violation of the Conduit Administrator the documents required pursuant to such Purchase Agreement, including the following documents; however, for the avoidance of doubt, except as explicitly provisions set forth in Section 5C5.01 as applied to the California Business and the Subsequent Transferred Company, mutatis mutandis, without any thresholds thereunder, (iii) Purchaser shall cause the Company to cooperate with Seller in connection with the foregoing, and (iv) Seller shall promptly (and in any event no later than ten (10) Business Days thereafter) pay any California Transaction Expenses as and when such expenses are incurred. None of Seller, Purchaser, or the Company may rely on the failure of any Subsequent Closing Condition to be satisfied if its failure to perform in all material respects any of its obligations under this Agreement, to act in good faith, or to use in accordance with the terms of this Agreement its required efforts to cause the Subsequent Closing to occur, in each case shall have been a principal cause of, or shall have resulted in, the failure of any such condition. Notwithstanding anything in any Transaction Agreement to the contrary, any actions taken by Seller or Funding Note Issuer to make its Affiliates in compliance with the deliveries or meet Management Agreement, other than any action during the requirements set forth Subsequent Closing Interim Period that is in violation of clauses (i)-(xxvi) of the last sentence of Section 5A in a form reasonably acceptable 5.01(a) as applied to the Department California Business and the Subsequent Transferred Company, mutatis mutandis, without any thresholds thereunder, shall not excuse constitute a breach of any representation, warranty or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: (i) an officer’s certificate from the Seller, covenant in the form approved by the Department, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf of the Seller; (iii) opinions of counsel to the Seller, in the form and substance approved by the Department, relating to corporate matters, legality, validity and enforceability of the related Purchase Agreement and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request; (iv) UCC-1 financing statements in the form acceptable for filing under the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuer, as debtor, and the Conduit as ultimate secured party or other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller Closing Date listing all effective financing statements which name the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years); or (b) an opinion of counsel to the Seller, in form and substance approved by the Department, relating to the priority of the Conduit’s lien on the related Pledged Loans; (vi) executed copies of each of the Transaction Documents in form and substance acceptable to the Department (including, but not limited to, the related Purchase this Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 with respect to the applicable Loans.

Closing Dates. In order (i) On the basis of the representations and warranties hereinafter set forth, the Company will sell to participate in the Conduit programInvestor, and the Investor will purchase from the Company, at the closing (the “First Closing”) on the date hereof (the “First Closing Date”), 485,973 Shares at the purchase price of U.S. $107.29 per share (the “Share Price”) (such Shares, the “First Closing Shares” and the aggregate purchase price paid by the Investor for such First Closing Shares, the “First Closing Purchase Price”). (ii) On the basis of the representations and warranties hereinafter set forth and subject to applicable law, the Company will sell to the Investor, and the Investor will purchase from the Company, at one or more closings following the First Closing (each, a Seller must execute “Subsequent Closing” and deliver each, together with the First Closing, a “Closing”) on dates specified by the Board of Directors of the Company on at least fifteen (15) Business Days’ prior written notice to the Investor (each, a “Subsequent Closing Date” and each, together with the First Closing Date, a “Closing Date”), its pro rata portion, based on its Ownership Percentage, of the additional Shares to be issued by the Company to all investors at such Subsequent Closing, at the Share Price (the Shares issued to the Investor at Subsequent Closings are collectively referred to as the “Subsequent Closing Shares” and the aggregate purchase price paid by the Investor for such Subsequent Closing Shares at any Subsequent Closing is referred to as the “Subsequent Closing Purchase Price”); provided, that in no event will the Investor be required to purchase such number of Shares as shall cause its aggregate equity capital contribution to the Company to exceed the amount set forth as its “Equity Commitment Amount” below the Investor’s name on the signature page hereto. Subsequent Closings will be held as approved by the Board of Directors of the Company. Unless otherwise agreed by each of the holders of Shares of the Company, (a) no Closing may occur after the earlier of (1) the 5-year anniversary of the First Closing Date and (2) the occurrence of a Notice Subordinated Notes Commitment Termination Event (as defined in the Shareholders Agreement), and the Investor shall have no obligation to fund any undrawn portion of Intent to Participate to the Department, with a copy to the Conduit Administrator its Investor’s Equity Commitment Amount thereafter; and (b) a Purchase Agreement to the Conduit Administrator, aggregate capital contribution by the Investor in connection with a copy to the Department. In addition, Subsequent Closings occurring after the 36-month anniversary of the First Closing Date but on or prior to the first date Eligible Loans are sold under 5-year anniversary of the related Purchase Agreement (each, a “Seller First Closing Date”), the applicable Seller and Funding Note Issuer shall deliver or cause to be delivered to the Conduit Administrator the documents required pursuant to such Purchase Agreement, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5A in a form reasonably acceptable to the Department Date shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: (i) an officer’s certificate from the Seller, in the form approved by the Department, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf exceed 25% of the Seller;Investor’s Equity Commitment Amount. (iii) opinions Notwithstanding the provisions of counsel Sections 2.1(i) and 2.1(ii) above, no Closing shall take place until the Company has obtained the relevant approvals from the BMA pursuant to the SellerExchange Control Act 1972 (and the regulations made thereunder) and the Insurance Xxx 0000 (and the regulations made thereunder) (the “BMA Approvals”), all documentation necessary to verify the Investor’s identity and source of funds in the form compliance with applicable anti-money laundering laws and substance approved regulations and any other consents or approvals of governmental authorities that may be required by the Department, relating to corporate matters, legality, validity and enforceability of the related Purchase Agreement and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request;applicable law. (iv) UCC-1 financing statements in Each Closing will take place at the form acceptable for filing under offices of Xxxxxxx Xxxx & Xxxxxxx, at 10:00 a.m., Atlantic Standard Time, on the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuercorresponding Closing Date, as debtor, and the Conduit as ultimate secured party or at such other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller Closing Date listing all effective financing statements which name the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years); or (b) an opinion of counsel to the Seller, in form and substance approved location specified by the Department, relating to the priority of the Conduit’s lien on the related Pledged Loans; (vi) executed copies of each of the Transaction Documents in form Company and substance acceptable to the Department (including, but not limited to, the related Purchase Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 with respect to the applicable LoansInvestor.

Closing Dates. In order The obligation of the Investor hereunder to participate purchase that portion of the Shares at each Closing as set forth in the Conduit program, a Seller must execute and deliver (a) a Notice of Intent to Participate Exhibit A is subject to the Departmentsatisfaction, with a copy to at or before the Conduit Administrator and (b) a Purchase Agreement to the Conduit AdministratorFirst Closing, with a copy to the Department. In addition, on or prior to the first date Eligible Loans are sold under the related Purchase Agreement (each, a “Seller Closing Date”), the applicable Seller and Funding Note Issuer shall deliver or cause to be delivered to the Conduit Administrator the documents required pursuant to such Purchase Agreement, including of each of the following documents; howeverconditions, provided that these conditions are for the avoidance Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof, and provided further, that the conditions of doubt, except as explicitly set forth in Section 5C6(a)(iii)(B), (ix) and (x) shall be applicable to all Closings: (i) The Investor shall have obtained certain governmental approvals in the People's Republic of China (the "PRC") to secure the funds necessary to purchase all of the Shares. (ii) Any waiting period under the HSR Act applicable to the transactions contemplated hereby, shall have expired or been terminated. (iii) The Company shall have executed and delivered to the Investor (A) each of the Transaction Documents, and (B) stock certificates representing that portion of the Shares being purchased by the Investor at such Closing pursuant to this Agreement. (iv) The Company and the Investor shall have successfully negotiated the terms and conditions of the Additional Transaction Documents and the Company shall have executed the Additional Transaction Documents to which it is a party and delivered the same to the Investor. (v) The Investor shall have received the opinion of Xxxxx & Xxxxxx, LLP, the failure Company's outside counsel, dated as of any Seller the First Closing, in form and substance mutually agreed upon the parties hereto. (vi) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (vii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or Funding Note Issuer comparable office) of such jurisdiction, as of a date within 10 days of the First Closing. (viii) The Company shall have delivered to make the deliveries Investor a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or meet comparable office) of each jurisdiction in which the requirements set forth in Company conducts business, as of a date within 10 days of the First Closing. (ix) The Company shall have delivered to the Investor a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the First Closing. (x) The Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the First Closing, as to (i) the resolutions consistent with Section 5A 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to the Department Investor, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at each Closing, in form and substance mutually agreed upon the parties hereto. (xi) The representations and warranties of the Company shall be true and correct as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to each Closing Date. Such Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of each Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor. (xii) The Company shall have delivered to the Investor a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of each Closing Date. (xiii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not excuse have been suspended, as of the First Closing, by the SEC or relieve the Department Principal Market from its obligation to purchase Putable Loans pursuant to trading on the Put Option:Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (ixiv) an officer’s certificate from the SellerAll reports, in the form approved by the Department, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf of the Seller; (iii) opinions of counsel to the SellerCompany's Annual Report on Form 10-K for the fiscal year ended December 31, in the form and substance approved by the Department2006, relating to corporate matterswhich Annual Report shall contain certain restated financial statements, legality, validity and enforceability of the related Purchase Agreement and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request; (iv) UCC-1 financing statements in the form acceptable for filing under the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuer, as debtor, and the Conduit as ultimate secured party or other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller Closing Date listing all effective financing statements which name the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years); or (b) an opinion of counsel to the Seller, in form and substance approved by the Department, without limitations those relating to the priority Company's fiscal years ended December 31, 2005 and 2004, that the Company is obligated to file under the Shares Exchange Act of 1934, as amended, shall have been filed. The "E" modifier appended to the Company's trading symbol as quoted on the Principal Market shall have been removed. (xv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Conduit’s lien on the related Pledged Loans;Shares. (vixvi) executed copies of each of the Transaction Documents in form and substance acceptable The Company shall have delivered to the Department (Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request, including, but not limited to, the related Purchase Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 with respect to the applicable LoansCompany's most recent business plan.