Common use of Notices Relating to Purchases and Reductions in Capital Investment Clause in Contracts

Notices Relating to Purchases and Reductions in Capital Investment. (a) Each Purchase shall be made upon the provision of notice (a “Purchase Request”) by MRFC to the Administrative Agent and the Purchasers and shall (i) be given in writing in substantially the form of Exhibit 2.03(a), (ii) be irrevocable, (iii) specify the amount of the requested increase in Capital Investment, (iv) be given so that it is received no later than 12:00 noon (New York time) on the Business Day that is the proposed date of purchase, (v) attach a Daily Report and an Investment Base Certificate, each based on information through the Business Day immediately prior to the proposed date of Purchase, and (vi) include such other information as may be reasonably required by the Administrative Agent. (b) Capital Investment Available shall be calculated by the Administrative Agent based on information related to the MRFC Collateral available to it, including (i) any information obtained in connection with any audit or reflected in the most recent Investment Base Certificate, Daily Report, Weekly Report or any other Monthly Report delivered to the Administrative Agent or (ii) any other information that may be available to the Purchasers and the Administrative Agent. (c) On each Business Day, MRFC shall reduce the Capital Investment out of Collections on deposit in the Collection Account in the amount and sequence set forth in Section 6.03 or Section 6.04, as applicable. MRFC may also at any time reduce the Capital Investment out of other funds; provided that (i) MRFC shall give prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.03(c) (each such notice, a “Repayment Notice”), (ii) such notice must have been received by the Administrative Agent no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed reduction, (iii) each such notice shall be irrevocable, (iv) each such notice shall specify the amount of the requested reduction in the Capital Investment and the proposed date of such reduction (which shall be a Business Day) and (v) no later than 3:00 p.m. (New York time) on the date of the proposed reduction, in accordance with Section 6.02(d), MRFC shall pay to the Collection Account (A) the amount of Capital Investment to be reduced, (B) all Daily Yield accrued and unpaid on the Capital Investment being reduced through but excluding the date of such reduction and (C) the costs, if any, required by Section 2.10. (d) Administrative Agent hereby confirms to MRFC that, as of the Closing Date, Administrative Agent has not established any Reserves. Administrative Agent will en xxxxxx to give MRFC prior written notice of the establishment of any Reserve but neither the Administrative Agent nor any Purchaser shall have any liability to MRFC or any other Person if the Administrative Agent fails to give such notice and any such failure shall not give rise to any claim, counterclaim or defense on the part of MRFC or any other Person; provided that, notwithstanding anything to the contrary in this Agreement, it shall not be a Potential Termination Event or Termination Event under Section 9.01(h) hereof or a Potential Servicer Termination Event or an Event of Servicer Termination under Section 9.02(g) hereof if any Investment Base Certificate, Daily Report, Weekly Report or any other Monthly Report delivered by MRFC or the Master Servicer to the Administrative Agent hereunder is inaccurate solely because MRFC or the Master Servicer were not aware at the time of the delivery of such certificate or report of (and therefore did not reflect therein the effect of) the establishment of a Reserve by the Administrative Agent.

Notices Relating to Purchases and Reductions in Capital Investment. (a) Except as otherwise provided in Annex 5.02(b), not later than 1:00 p.m. (New York time) on the third Business Day of each week, the Seller shall deliver to the Purchasers and the Administrative Agent an Officer's Certificate substantially in the form of Exhibit 2.03(a) (each, an "Investment Base Certificate"). (b) Each Purchase resulting in an increase in Capital Investment shall be made upon the provision of notice (a “Purchase Request”) by MRFC the Seller to the Administrative Agent and in the Purchasers and manner provided herein. Any such notice must be given in writing so that it is received no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the proposed Purchase Date set forth therein. Each such notice (a "Capital Purchase Request") shall (i) be given substantially in writing in substantially the form of Exhibit 2.03(a2.03(b), (ii) be irrevocable, irrevocable and (iii) specify the amount of the requested increase in Capital Investment, (iv) be given so that it is received no later than 12:00 noon (New York time) on the Business Day that is Investment and the proposed date of purchase, Purchase Date (v) attach a Daily Report and an Investment Base Certificate, each based on information through the Business Day immediately prior to the proposed date of Purchase, and (vi) include such other information as may be reasonably required by the Administrative Agent. (b) Capital Investment Available which shall be calculated by the Administrative Agent based on information related to the MRFC Collateral available to it, including (i) any information obtained in connection with any audit or reflected in the most recent Investment Base Certificate, Daily Report, Weekly Report or any other Monthly Report delivered to the Administrative Agent or (ii) any other information that may be available to the Purchasers and the Administrative Agenta Business Day). (c) On each Business Day, MRFC shall reduce the Capital Investment out of Collections on deposit in the Collection Account in the amount and sequence set forth in Section 6.03 or Section 6.04, as applicable. MRFC The Seller may also at any time reduce the Capital Investment out of other fundsInvestment; provided provided, that (i) MRFC the Seller shall give one Business Day's prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.03(c) (each such notice, a “"Repayment Notice”"), (ii) such notice must have been received by the Administrative Agent no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed reduction, (iii) each such notice shall be irrevocable, (iviii) each such notice shall specify the amount of the requested reduction in the Capital Investment and the proposed date of such reduction (which shall be a Business Day) and (viv) no later than 3:00 p.m. (New York time) on the date any such reduction must be accompanied by payment of the proposed reduction, in accordance with Section 6.02(d), MRFC shall pay to the Collection Account (A) the amount of Capital Investment to be reduced, (B) all Daily Yield accrued and unpaid on the Capital Investment being reduced through but excluding the date of such reduction and (CB) the costs, if any, required by Section 2.10. (d) Administrative Agent hereby confirms to MRFC that, as of the Closing Date, Administrative Agent has not established any Reserves. Administrative Agent will en xxxxxx to give MRFC prior written Any such notice of the establishment of any Reserve but neither reduction must be received by the Administrative Agent nor any Purchaser shall have any liability to MRFC or any other Person if the Administrative Agent fails to give such notice and any such failure shall not give rise to any claim, counterclaim or defense no later than 4:00 p.m. (New York time) on the part of MRFC or any other Person; provided that, notwithstanding anything to Business Day immediately preceding the contrary in this Agreement, it shall not be a Potential Termination Event or Termination Event under Section 9.01(h) hereof or a Potential Servicer Termination Event or an Event of Servicer Termination under Section 9.02(g) hereof if any Investment Base Certificate, Daily Report, Weekly Report or any other Monthly Report delivered by MRFC or the Master Servicer to the Administrative Agent hereunder is inaccurate solely because MRFC or the Master Servicer were not aware at the time date of the delivery of such certificate or report of (and therefore did not reflect therein the effect of) the establishment of a Reserve by the Administrative Agentproposed reduction in Capital Investment.

Notices Relating to Purchases and Reductions in Capital Investment. (a) Each Purchase shall be made upon the provision of notice (a “Purchase Request”) by MRFC to the Administrative Agent and the Purchasers and shall (i) be given in writing in substantially the form of Exhibit 2.03(a), (ii) be irrevocable, (iii) specify the amount of the requested increase in Capital Investment, (iv) be given so that it is received no Not later than 12:00 noon 11:00 a.m. (New York time) on the third Business Day of each calendar week, the Seller shall deliver to the Purchasers and the Administrative Agent an Officer’s Certificate substantially in the form of Exhibit 2.03(a) (each an “Investment Base Certificate”) which shall be prepared by the Seller or the Servicer with information as of the close of business on the last day of the immediately preceding calendar week; provided, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser’s rights or interests in the proposed date of purchaseTransferred Receivables or the Seller Collateral insecure, (v) attach a Daily Report and the Seller shall deliver an Investment Base Certificate, each based on information through the Business Day immediately prior Certificate to the proposed date of Purchase, Purchasers and (vi) include such other information as may be reasonably required by the Administrative Agent. (b) Agent at such more frequent intervals as the Administrative Agent may request from time to time. Capital Investment Available shall be calculated determined by the Administrative Agent based on information related to the MRFC Seller Collateral available to it, including (iA) any information obtained in connection with any audit or reflected in the most recent Investment Base Certificate, Daily Report, Weekly Report Certificate or any other Monthly Investment Report delivered to the Purchasers and the Administrative Agent or (iiB) any other information that may be available to the Purchasers and the Administrative Agent. (cb) On each Each Purchase resulting in an increase in Capital Investment shall be made upon the provision of notice by the Seller to the Administrative Agent in the manner provided herein. Any such notice must be given in writing so that it is received no later than 4:00 p.m. (New York time) on the Business DayDay immediately preceding the proposed Purchase Date set forth therein. Each such notice (a “Purchase Request”) shall (i) be substantially in the form of Exhibit 2.03(b), MRFC shall reduce (ii) be irrevocable and (iii) specify the amount of the requested increase in the Capital Investment out of Collections on deposit in and the Collection Account in proposed Purchase Date (which shall be a Business Day), and shall include such other information as may be required by the amount Purchasers and sequence set forth in Section 6.03 or Section 6.04, as applicable. MRFC the Administrative Agent. (c) The Seller may also at any time reduce the Capital Investment out of other fundsInvestment; provided provided, that (i) MRFC the Seller shall give one Business Day’s prior written notice of any such reduction to the Purchasers and the Administrative Agent substantially in the form of Exhibit 2.03(c) (each such notice, a “Repayment Notice”), (ii) such notice must have been received by the Administrative Agent no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed reduction, (iii) each such notice shall be irrevocable, (iviii) each such notice shall specify the amount of the requested reduction in the Capital Investment and the proposed date of such reduction (which shall be a Business Day) and (viv) no later than 3:00 p.m. (New York time) on the date any such reduction must be accompanied by payment of the proposed reduction, in accordance with Section 6.02(d), MRFC shall pay to the Collection Account (A) the amount of Capital Investment to be reduced, (B) all Daily Yield accrued and unpaid on the Capital Investment being reduced through but excluding the date of such reduction and (CB) the costs, if any, required by Section 2.10. (d) Administrative Agent hereby confirms to MRFC that, as of the Closing Date, Administrative Agent has not established any Reserves. Administrative Agent will en xxxxxx to give MRFC prior written Any such notice of reduction must be received by the establishment of any Reserve but neither Purchasers and the Administrative Agent nor any Purchaser shall have any liability to MRFC or any other Person if the Administrative Agent fails to give such notice and any such failure shall not give rise to any claim, counterclaim or defense no later than 4:00 p.m. (New York time) on the part of MRFC or any other Person; provided that, notwithstanding anything to Business Day immediately preceding the contrary in this Agreement, it shall not be a Potential Termination Event or Termination Event under Section 9.01(h) hereof or a Potential Servicer Termination Event or an Event of Servicer Termination under Section 9.02(g) hereof if any Investment Base Certificate, Daily Report, Weekly Report or any other Monthly Report delivered by MRFC or the Master Servicer to the Administrative Agent hereunder is inaccurate solely because MRFC or the Master Servicer were not aware at the time date of the delivery of such certificate or report of (and therefore did not reflect therein the effect of) the establishment of a Reserve by the Administrative Agentproposed reduction in Capital Investment.

Notices Relating to Purchases and Reductions in Capital Investment. (a) Each Purchase shall be made upon the provision of notice (a “Purchase Request”) by MRFC to the Administrative Agent and the Purchasers and shall (i) be given in writing in substantially the form of Exhibit 2.03(a), (ii) be irrevocable, (iii) specify the amount of the requested increase in Capital Investment, (iv) be given so that it is received no Not later than 12:00 noon 1:00 p.m. (New York time) on each Wednesday (or, if such day is not a Business Day, the immediately following Business Day Day), the Seller shall deliver to the Purchasers and the Administrative Agent an Officer's Certificate substantially in the form of Exhibit 2.03 (a) (each, an "Investment Base Certificate"); provided, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser's rights or interests in the proposed date of purchaseTransferred Receivables or the Seller Collateral insecure, (v) attach a Daily Report and the Seller shall deliver an Investment Base Certificate, each based on information through the Business Day immediately prior Certificate to the proposed date of Purchase, Purchasers and (vi) include such other information as may be reasonably required by the Administrative Agent. (b) Agent at such more frequent intervals as the Administrative Agent may request from time to time. Capital Investment Available shall be calculated determined by the Administrative Agent based on information related to the MRFC Seller Collateral available to it, including (iA) any information obtained in connection with any audit or reflected in the most recent Investment Base Certificate, Daily Report, Weekly Report Certificate or any other Monthly Investment Report delivered to the Purchasers and the Administrative Agent or (iiB) any other information that may be available to the Purchasers and the Administrative Agent. (b) Each Purchase resulting in an increase in Capital Investment shall be made upon the provision of notice by the Seller to the Administrative Agent in the manner provided herein. Any such notice must be given in writing so that it is received no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the proposed Purchase Date set forth therein. Each such notice (a "Capital Purchase Request") shall (i) be substantially in the form of Exhibit 2.03(b) and shall attach an Investment Base Certificate as of no more than three (3) Business Days prior to the date on which such Capital Purchase Request is delivered, (ii) be irrevocable and (iii) specify the amount of the requested increase in Capital Investment (which shall be in an amount not less than $1,000,000) and the proposed Purchase Date (which shall be a Business Day), and shall include such other information as may be reasonably required by the Purchasers and the Administrative Agent. (c) On each Business Day, MRFC shall reduce the Capital Investment out of Collections on deposit in the Collection Account in the amount and sequence set forth in Section 6.03 or Section 6.04, as applicable. MRFC The Seller may also at any time reduce the Capital Investment out of other fundsInvestment; provided provided, that (i) MRFC the Seller shall give one Business Day's prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.03(c) (each such notice, a “"Repayment Notice”"), (ii) such notice must have been received by the Administrative Agent no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed reduction, (iii) each such notice shall be irrevocable, (iviii) each such notice shall specify the amount of the requested reduction in the Capital Investment and the proposed date of such reduction (which shall be a Business Day) and (viv) no later than 3:00 p.m. (New York time) on the date any such reduction must be accompanied by payment of the proposed reduction, in accordance with Section 6.02(d), MRFC shall pay to the Collection Account (A) the amount of Capital Investment to be reduced, (B) all Daily Yield accrued and unpaid on the Capital Investment being reduced through but excluding the date of such reduction and (CB) the costs, if any, required by Section 2.10. (d) Administrative Agent hereby confirms to MRFC that, as of the Closing Date, Administrative Agent has not established any Reserves. Administrative Agent will en xxxxxx to give MRFC prior written Any such notice of the establishment of any Reserve but neither reduction must be received by the Administrative Agent nor any Purchaser shall have any liability to MRFC or any other Person if the Administrative Agent fails to give such notice and any such failure shall not give rise to any claim, counterclaim or defense no later than 4:00 p.m. (New York time) on the part of MRFC or any other Person; provided that, notwithstanding anything to Business Day immediately preceding the contrary in this Agreement, it shall not be a Potential Termination Event or Termination Event under Section 9.01(h) hereof or a Potential Servicer Termination Event or an Event of Servicer Termination under Section 9.02(g) hereof if any Investment Base Certificate, Daily Report, Weekly Report or any other Monthly Report delivered by MRFC or the Master Servicer to the Administrative Agent hereunder is inaccurate solely because MRFC or the Master Servicer were not aware at the time date of the delivery of such certificate or report of (and therefore did not reflect therein the effect of) the establishment of a Reserve by the Administrative Agentproposed reduction in Capital Investment.