Common use of Funding Dates Clause in Contracts

Funding Dates. (a) Subject to the conditions and terms set forth herein and in Sections 7.01 and 7.02 of the Indenture with respect to each Funding Date, the Issuer may request, each Conduit Purchaser may in its sole and absolute discretion, and each Committed Purchaser shall, severally and not jointly, to purchase Additional Note Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Funding Date, of each of the following additional conditions: (i) With respect to each Funding Date, each of the Funding Conditions set forth in Section 7.02 of the Indenture shall have been satisfied; (ii) Each of the representations and warranties of the Servicer and the Receivables Seller made in the Transaction Documents shall be true and correct as if made as of such Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Servicer and the Receivables Seller shall be in compliance with all of their respective covenants contained in the Transaction Documents; (iv) No Event of Default or default shall have occurred under the Indenture and be continuing; and (v) With respect to each Funding Date, the Agent shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the assignments required to be effected on such Funding Date in accordance with the Receivables Purchase Agreement including, without limitation, the assignment of the Receivables and the proceeds thereof required to be assigned pursuant to the Indenture. (b) The Agent shall determine in its reasonable discretion whether each of the above conditions have been met and such determination shall be binding on the parties hereto. (c) The price paid by the Purchasers on each Funding Date for the Additional Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Note Balance purchased by such Purchaser and shall be remitted not later than 3:00 PM New York City time on such Funding Date by wire transfer of immediately available funds to the Funding Account. (d) Each Purchaser or its designee shall record on the schedule attached to its related Purchased Note, the date and amount of any Additional Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. (e) On or prior to the date hereof, the Purchased Notes representing the interest of each Committed Purchaser in the Issuer shall be delivered to the applicable indenture trustee for each Committed Purchaser.

Funding Dates. (a) Subject to the conditions and terms set forth herein and in Sections 7.01 and 7.02 Section 2.06 of the Indenture Sale and Servicing Agreement with respect to each Funding Date, the Issuer may request, each Conduit and the Purchaser may in its sole and absolute discretion, and each Committed Purchaser shall, severally and not jointly, agrees to purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Funding Date, of each of the following additional conditions: (i) With respect to each Funding Date, each of the Funding Conditions condition set forth in Section 7.02 2.06 of the Indenture Sale and Servicing Agreement shall have been satisfied; (ii) Each of the representations and warranties of the Servicer Issuer, the Servicer, the Loan Originator and the Receivables Seller Depositor made in the Transaction Basic Documents shall be true and correct as if made as of such Funding Date date (except to the extent they expressly relate to an earlier or later time); (iii) The Servicer Issuer, the Servicer, the Loan Originator and the Receivables Seller Depositor shall be in compliance with all of their respective covenants contained in the Transaction DocumentsBasic Documents and the Purchased Note; (iv) No Event of Default or default and no Default shall have occurred under the Indenture and or shall be continuingoccurring; and (v) With respect to each Funding Date, the Agent Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the AgentPurchaser, desirable to perfect or evidence the assignments required to be effected on such Funding Date Indenture Trustee's security interest in accordance with the Receivables Purchase Agreement including, without limitation, the assignment of the Receivables Advance Note and the proceeds thereof required to be assigned pursuant to the Indenturethereof. (b) The Agent Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and such Servicing Agreement and its determination shall be binding on the parties hereto. (c) The price paid by the Purchasers Purchaser on each Funding Date for the Additional Note Principal Balance purchased on such Funding Date shall be equal to the amount of such Additional Note Principal Balance purchased by such Purchaser and shall be remitted not later than 3:00 PM 4:00 p.m. New York City time on such the Funding Date by wire transfer of immediately available funds to the Funding Account. (d) Each The Purchaser or its designee shall record on the schedule attached to its related the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such the Purchaser’s 's rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. (e) On or prior to the date hereof. Absent manifest error, the Note Principal Balance of the Purchased Notes representing the interest of each Committed Purchaser Note as set forth in the Issuer Purchaser's records shall be delivered to binding upon the applicable indenture trustee for each Committed Purchaserparties hereto, notwithstanding any notation or record made or kept by any other party hereto.

Funding Dates. (a) Subject to the conditions and terms set forth herein and in Sections 7.01 and 7.02 Note Purchaser’s purchase of the Indenture with respect to each Funding Date, the Issuer may request, each Conduit Purchaser may in its sole and absolute discretion, and each Committed Purchaser shall, severally and not jointly, to purchase Additional Incremental Note Balances from the Issuer from time shall be subject to time in accordance with, and upon the satisfaction, as of the applicable Funding Date or proposed Funding Date, of each of the following additional conditions: (i) With respect Each document required to each Funding Date, each of the Funding Conditions be provided pursuant to Section 2.02 shall have been provided to Note Purchaser; (ii) Each condition set forth in Section 7.02 Article II and Article V of the Indenture Sale and Servicing Agreement shall have been satisfied; (iiiii) Each of the representations and warranties of the Issuer, Servicer and the Receivables Seller made in the Transaction Basic Documents shall be true and correct as if made as of such Funding Date date (except to the extent they expressly relate to an earlier or later time); (iiiiv) The Issuer, Servicer and the Receivables Seller shall be in compliance with all of their respective covenants contained in the Transaction Basic Documents; (ivv) No Event of Default or default Potential Event of Default shall have occurred under the Indenture and be continuing; andcontinuing or would occur as a result of the purchase of Incremental Note Balances proposed to occur on the Funding Date; (vvi) With respect After giving effect to each the purchase of Incremental Note Balances that is proposed to occur on the Funding Date, the Agent Note Balance would not exceed the Borrowing Base or the Note Purchase Obligation Limit; (vii) Note Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the AgentNote Purchaser, desirable to perfect or evidence ownership interest of Issuer and the assignments required security interest of Indenture Trustee in the Purchased Assets; and (viii) in the case of the first Funding Date, (i) Seller shall have made a capital contribution in the amount of the Up-Front Fee to be effected Issuer and (ii) Issuer shall have paid the Up-Front Fee to the Note Purchaser, in each case on or prior to such first Funding Date in accordance with the Receivables Purchase Agreement including(or, without limitationif earlier, the assignment of the Receivables and the proceeds thereof required to be assigned date on which such amount was due pursuant to the IndentureSection 2.06. (b) The Agent Note Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met and such its determination shall be binding on the parties hereto. (c) The Except as otherwise specified in Section 2.02(c), the price paid by the Purchasers Note Purchaser on each Funding Date for the Additional Incremental Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Incremental Note Balance purchased by such Purchaser Balance, and shall be remitted not later than 3:00 PM 4:00 p.m. New York City time on such the Funding Date by wire transfer of immediately available funds to or at the Funding Accountdirection of Issuer or the Servicer on behalf of Issuer (in accordance with the wiring instructions to be provided by Issuer or the Servicer on behalf of the Issuer). (d) Each Note Purchaser or its designee shall record on the schedule attached to its related Purchased the Initial Note, the date and amount of any Additional Incremental Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such Note Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. (e) On or prior to the date hereof. Absent manifest error, the Purchased Notes representing Note Balance of the interest of each Committed Purchaser Initial Note as set forth in the Issuer Note Purchaser’s records shall be delivered to binding upon the applicable indenture trustee for each Committed Purchaserparties hereto, notwithstanding any notation or record made or kept by any other party hereto.

Funding Dates. (a) Subject to the conditions and terms set forth herein and in Sections 7.01 and 7.02 of the Indenture with respect to each Funding Date, the Issuer may request, each Conduit Purchaser may in its sole and absolute discretion, and each the Committed Purchaser shallPurchasers agree, severally and not jointly, to purchase Additional Note Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Funding Date, of each of the following additional conditions: (i) With respect to each Funding Date, each of the Funding Conditions set forth in Section 7.02 of the Indenture shall have been satisfied; (ii) Each of the representations and warranties of the Servicer and the Receivables Seller made in the Transaction Documents shall be true and correct as if made as of such Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Servicer and the Receivables Seller shall be in compliance with all of their respective covenants contained in the Transaction Documents; (iv) No Event of Default or default shall have occurred under the Indenture and be continuing; and (v) With respect to each Funding Date, the Agent shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the assignments required to be effected on such Funding Date in accordance with the Receivables Purchase Agreement including, without limitation, the assignment of the Receivables and the proceeds thereof required to be assigned pursuant to the Indenture. (b) The Agent shall determine in its reasonable discretion whether each of the above conditions have been met and such determination shall be binding on the parties hereto. (c) The price paid by the Purchasers on each Funding Date for the Additional Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Note Balance purchased by such Purchaser and shall be remitted not later than 3:00 PM New York City time on such Funding Date by wire transfer of immediately available funds to the Funding Account. (d) Each Purchaser or its designee shall record on the schedule attached to its related Purchased Note, the date and amount of any Additional Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. (e) On or prior to the date hereof, the Purchased Notes representing the interest of each Committed Purchaser in the Issuer shall be delivered to the applicable indenture trustee for each Committed Purchaser.

Funding Dates. (a) Subject to the conditions and terms set forth herein and in Sections 7.01 and 7.02 of the Indenture with respect to each Funding Date, the Issuer may request, each Conduit Purchaser may in its sole and absolute discretion, and each the Committed Purchaser shallPurchasers agree, severally and not jointly, to purchase Additional Note Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Funding Date, of each of the following additional conditions: (i) With respect to each Funding Date, each of the Funding Conditions set forth in Section 7.02 of the Indenture shall have been satisfied; (ii) Each of the representations and warranties of the Servicer and the Receivables Seller made in the Transaction Documents shall be true and correct as if made as of such Funding Date (except to the extent they expressly relate to an earlier or later time); (iii) The Servicer and the Receivables Seller shall be in compliance with all of their respective covenants contained in the Transaction Documents; (iv) No Event of Default or default shall have occurred under the Indenture and be continuing; and (v) With respect to each Funding Date, the Agent shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the assignments required to be effected on such Funding Date in accordance with the Receivables Purchase Agreement including, without limitation, the assignment of the Receivables and the proceeds thereof required to be assigned pursuant to the Indenture. (b) The Agent shall determine in its reasonable discretion whether each of the above conditions have been met and such determination shall be binding on the parties hereto. (c) The price paid by the Purchasers on each Funding Date for the Additional Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Note Balance purchased by such Purchaser and shall be remitted not later than 3:00 PM New York City time on such Funding Date by wire transfer of immediately available funds to the Funding Account. (d) Each Purchaser or its designee shall record on the schedule attached to its related Purchased Note, the date and amount of any Additional Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. (e) On or prior to the date hereoffirst Funding Date, the Purchased Notes representing the interest of each Committed Purchaser in the Issuer shall be delivered to the applicable indenture trustee for each Committed Purchaser.

Funding Dates. (a) Subject to the conditions and terms set forth herein and in Sections 7.01 and 7.02 New Note Purchaser’s purchase of the Indenture with respect to each Funding Date, the Issuer may request, each Conduit Purchaser may in its sole and absolute discretion, and each Committed Purchaser shall, severally and not jointly, to purchase Additional Incremental Note Balances from the Issuer from time shall be subject to time in accordance with, and upon the satisfaction, as of the applicable Funding Date or proposed Funding Date, of each of the following additional conditions: (i) With respect Each document required to each Funding Date, each of be provided pursuant to Section 2.02 shall have been provided to the Funding Conditions Note Purchaser Agent; (ii) Each condition set forth in Section 7.02 Article II and Article V of the Indenture Sale and Servicing Agreement shall have been satisfied; (iiiii) Each of the representations and warranties of the Issuer, Servicer and the Receivables Seller made in the Transaction Basic Documents shall be true and correct as if made as of such Funding Date date (except to the extent they expressly relate to an earlier or later time); (iiiiv) The Issuer, Servicer and the Receivables Seller shall be in compliance with all of their respective covenants contained in the Transaction Basic Documents; (ivv) No Event of Default or default Potential Event of Default shall have occurred under the Indenture and be continuing; andcontinuing or would occur as a result of the purchase of Incremental Note Balances proposed to occur on the Funding Date; (vvi) With respect After giving effect to each the purchase of Incremental Note Balances that is proposed to occur on the Funding Date, the sum of the Note Balance plus the Aggregate L/C Amount would not exceed the Borrowing Base or the Note Purchase Obligation Limit; (vii) The Note Purchaser Agent shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Note Purchaser Agent, desirable to perfect or evidence the assignments required to be effected on such Funding Date in accordance with the Receivables Purchase Agreement including, without limitation, the assignment ownership interest of the Receivables Issuer and the proceeds thereof required security interest of Indenture Trustee in the Purchased Assets or any entitlement to be assigned pursuant to reimbursement under any letter of credit in which the IndentureIssuer has rights; and (viii) Intentionally Omitted. (b) The Note Purchaser Agent shall determine in its reasonable discretion whether each of the above conditions have been met and such its determination shall be binding on the parties hereto. (c) The Except as otherwise specified in Section 2.02(c), the price paid by the Purchasers New Note Purchaser on each Funding Date for the Additional Incremental Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Incremental Note Balance purchased by such Purchaser Balance, and shall be remitted not later than 3:00 PM 4:00 p.m. New York City time on such the Funding Date by wire transfer of immediately available funds to or at the Funding Accountdirection of Issuer or the Servicer on behalf of Issuer (in accordance with the wiring instructions to be provided by Issuer or the Servicer on behalf of the Issuer). (d) Each New Note Purchaser or its designee Note Purchaser Agent on behalf of New Note Purchaser shall record on the schedule attached to its related Purchased Note, the date and amount of any Additional Incremental Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such New Note Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. (e) On or prior to the date hereof. Absent manifest error, the Purchased Notes representing Note Balance of the interest of each Committed New Note as set forth in New Note Purchaser’s or Note Purchaser in the Issuer Agent’s records shall be delivered to binding upon the applicable indenture trustee for each Committed Purchaserparties hereto, notwithstanding any notation or record made or kept by any other party hereto.