Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement: (i) the Custodian shall have delivered to the Indenture Trustee and the Agent the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date; (ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder; (iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency; (iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect; (v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request; (vi) the Servicer shall deliver to the Agent and the Indenture Trustee, a Borrowing Notice; (vii) the Borrowing does not exceed the Maximum Borrowing Amount; and (viii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied. (b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Agent as provided for in the Note Funding Agreement.
Appears in 2 contracts
Samples: Indenture (Bluegreen Corp), Third Amended and Restated Indenture (Bluegreen Corp)
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Administrative Agent the Custodian’s Certification pursuant applicable Trust Receipt (with copies to parties specified in the Custodial Agreement Agreement) with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Funding Termination Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;; KL2 2878899.10
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there each Borrowing shall not be a exceed the Available Borrowing Base DeficiencyAmount;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each the Hedge Agreement with Qualified Hedge Counterparties Requirement shall be in full force and effectsatisfied;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver have delivered to the Agent Administrative Agent, each Purchaser and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viiivii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by , as certified to the Agent. Notice Indenture Trustee, each Purchaser and the Administrative Agent in an Officer’s Certificate of any Borrowing shall be given by the Issuer to the Agent as provided for substantially in the Note Funding Agreement.form attached hereto as Exhibit I.
Appears in 1 contract
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent Funding Agents the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;; 63
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver to the Agent Funding Agents and the Indenture Trustee, a Borrowing NoticeNotice and a current Schedule of Timeshare Loans in an electronic format acceptable to the Funding Agents;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by the AgentFunding Agents. Notice of any Borrowing shall be given by the Issuer to the Agent Funding Agents as provided for in the Note Funding Agreement.
Appears in 1 contract
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “"Funding Date”"), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “"Borrowing”") and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent the Custodian’s 's Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effecteffect (it being understood that the Agent will consider (but will not have the obligation to do so) utilizing the interest rate cap agreements currently held by Bluegreen Receivables Finance Corporation V, which may be assigned via a novation agreement to the Depositor);
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver to the Agent and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viiivii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice once every calendar month unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Agent as provided for in the Note Funding Agreement.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver to the Agent and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viiivii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice once every calendar month unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Agent as provided for in the Note Funding Agreement.
Appears in 1 contract
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Administrative Agent the Custodian’s Certification pursuant applicable Trust Receipt (with copies to parties specified in the Custodial Agreement Agreement) with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Funding Termination Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Aggregate Outstanding Note Balance shall not exceed the Maximum Facility Balance and there each Borrowing shall not be a exceed the Available Borrowing Base DeficiencyAmount;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each the Hedge Agreement with Qualified Hedge Counterparties Requirements shall be in full force and effectsatisfied;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver have delivered to the Agent Administrative Agent, each Purchaser and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viiivii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by , as certified to the Agent. Notice Indenture Trustee, each Purchaser and the Administrative Agent in an Officer’s Certificate of any Borrowing shall be given by the Issuer to the Agent as provided for substantially in the Note Funding Agreement.form attached hereto as Exhibit I.
Appears in 1 contract
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “"Funding Date”"), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “"Borrowing”") and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent the Custodian’s 's Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver to the Agent and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viiivii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice once every calendar month unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Agent as provided for in the Note Funding Agreement.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent Funding Agents the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver to the Agent Funding Agents and the Indenture Trustee, a Borrowing NoticeNotice and a current Schedule of Timeshare Loans in an electronic format acceptable to the Funding Agents;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Agent as provided for in the Note Funding Agreement.
Appears in 1 contract
Samples: Indenture (BBX Capital Corp)
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent Funding Agents the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;; 66
(vi) the Servicer shall deliver to the Agent Funding Agents and the Indenture Trustee, a Borrowing NoticeNotice and a current Schedule of Timeshare Loans in an electronic format acceptable to the Funding Agents;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by the AgentFunding Agents. Notice of any Borrowing shall be given by the Issuer to the Agent Funding Agents as provided for in the Note Funding Agreement.
Appears in 1 contract
Samples: Omnibus Amendment (BBX Capital Corp)
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent Funding Agents the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;; 66
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver to the Agent Funding Agents and the Indenture Trustee, a Borrowing NoticeNotice and a current Schedule of Timeshare Loans in an electronic format acceptable to the Funding Agents;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by the AgentFunding Agents. Notice of any Borrowing shall be given by the Issuer to the Agent Funding Agents as provided for in the Note Funding Agreement.
Appears in 1 contract
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian and/or In-Transit Custodian shall have delivered to the Indenture Trustee and the Administrative Agent the Custodian’s Certification pursuant applicable Trust Receipt (with copies to parties specified in the Custodial Agreement and In-Transit Custodial Agreement) with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Funding Termination Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there each Borrowing shall not be a exceed the Available Borrowing Base DeficiencyAmount;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each the Hedge Agreement with Qualified Hedge Counterparties Requirement shall be in full force and effectsatisfied;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver have delivered to the Agent Administrative Agent, each Purchaser and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viiivii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by , as certified to the Agent. Notice Indenture Trustee, each Purchaser and the Administrative Agent in an Officer’s Certificate of any Borrowing shall be given by the Issuer to the Agent as provided for substantially in the Note Funding Agreement.form attached hereto as Exhibit I.
Appears in 1 contract
Samples: Indenture (Diamond Resorts Corp)
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Agent the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver to the Agent and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice once every calendar month unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Agent as provided for in the Note Funding Agreement.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Optional Borrowings. (a) On any Business Day prior to the Facility Termination Date (each a “Funding Date”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”) and from the Committed Purchasers under the Note Funding Agreement:
(i) the Custodian shall have delivered to the Indenture Trustee and the Administrative Agent the Custodian’s Certification pursuant applicable Trust Receipt (with copies to parties specified in the Custodial Agreement Agreement) with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;
(ii) no Funding Termination Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;
(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there each Borrowing shall not be a exceed the Available Borrowing Base DeficiencyAmount;
(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each the Hedge Agreement with Qualified Hedge Counterparties Requirement shall be in full force and effectsatisfied;
(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;
(vi) the Servicer shall deliver have delivered to the Agent Administrative Agent, each Purchaser and the Indenture Trustee, a Borrowing Notice;
(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and
(viiivii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.
(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by , as certified to the Agent. Notice Indenture Trustee, each Purchaser and the Administrative Agent in an Officer’s Certificate of any Borrowing shall be given by the Issuer to the Agent as provided for substantially in the Note Funding Agreement.form attached hereto as Exhibit I.
Appears in 1 contract
Samples: Indenture (Diamond Resorts Corp)