Common use of Class A Incremental Fundings Clause in Contracts

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration Date, Transferor and Servicer may notify one or more Class A Administrative Agents that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(s) by delivering a Notice of Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class A Incremental Funding, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur. The amount of Class A Incremental Funding allocated to each Class A Ownership Group shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration Date, Transferor and Servicer may notify one or more Class A Administrative Agents that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(s) on the next or any subsequent Business Day by delivering a Notice of Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class A Incremental FundingGroup, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur. The amount of Class A Incremental Funding allocated to each Class A Ownership Group shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration Date, Transferor and Servicer may notify one or more Class A Administrative Agents that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(s) on the next or any subsequent Business Day by delivering a Notice of Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class A Incremental FundingGroup, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur, provided that a Class A Incremental Funding shall not be requested from a Class A Administrative Agent for an Ownership Group that is a Non-Renewing Ownership Group if the Class A Incremental Funding would occur on or after the Purchase Expiration Date (without giving effect to any requested extension of the Purchase Expiration Date to which the related Non-Renewing Ownership Group did not consent). The amount of Class A Incremental Funding allocated to each Class A Ownership Group shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration DatePeriod, Transferor and Servicer may notify one or more Class A Administrative Agents that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(s) on the next or any subsequent Business Day by delivering a Notice of Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class A Incremental FundingGroup, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur. The amount of Class A Incremental Funding allocated to each Class A Ownership Group, together with the amount of the Class M Incremental Funding allocated to the Related Class M Ownership Group to be made on the same date, shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group and the Related Class M Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration DatePeriod, Transferor and Servicer may notify one or more Class A Administrative Agents Noteholders that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(sTranche(s) on the next or any subsequent Business Day by delivering a Notice of Class A Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class A Incremental FundingNoteholder, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur. The amount of Class A Incremental Funding allocated to each Class A Ownership Group, together with the amount of Class M Incremental Funding allocated to the related Class M Ownership Group to be made on the same date, shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group and the Related Class M Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration DatePeriod, Transferor and Servicer may notify one or more Class A Administrative Agents Noteholders that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(sTranche(s) on the next or any subsequent Business Day by delivering a Notice of Class A Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class A Incremental FundingNoteholder, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur. The amount of Class A Incremental Funding allocated to each Class A Ownership Group shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.

Class A Incremental Fundings. From time to time during (a) Upon the Revolving Period terms and prior to the Purchase Expiration Date, Transferor and Servicer may notify one or more Class A Administrative Agents that a Class A Incremental Funding will occur, subject to the conditions of set forth herein and in the Class A Note Purchase AgreementIndenture, with respect the Seller, may, at its option, on or prior to the related Class A Ownership Group(s) by delivering a Notice of Incremental Funding date which is three (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (23) Business Days prior to any proposed Incremental Funding Date, submit a Notice of Incremental Funding, which shall set forth (i) the proposed amount of such Incremental Funding and (ii) the proposed date of such Incremental Funding, and the Class A Conduit Investor may at the Class A Conduit Investor’s option, or the Class A Alternate Investors shall, to the extent provided in Section 2.03(b), fund the Class A Incremental FundingFunded Amount so requested in connection with such request. Without limiting any of the foregoing, specifying it is understood that the amount Class A Conduit Investor shall not elect to fund any Incremental Funding after the occurrence of an Event of Default. (b) Under no circumstances shall the Class A Conduit Investor or any Class A Alternate Investor fund any Class A Incremental Funding to the extent that, after giving effect to such Class A Incremental Funding and the Business Day upon which such other Class A Incremental Fundings to be made by the Class A Alternate Investors concurrently therewith (i) the Class A Funded Amount would exceed the Class A Maximum Net Investment, (ii) with respect to any Class A Alternate Investor, its Class A Pro Rata Share of the Class A Alternate Investor Percentage of the Class A Funded Amount would exceed its Class A Commitment, or (iii) the Class A Funded Amount plus accrued and unpaid interest thereon would exceed the Class A Facility Limit. (c) The Agent will promptly notify the Class A Conduit Investor of the Agent’s receipt of any Notice of Incremental Funding. If the Notice of Incremental Funding is received prior to occurthe Conduit Investment Termination Date, the Class A Conduit Investor shall instruct the Agent to accept or reject such Notice of Incremental Funding by notice given to the Agent by telephone or facsimile by no later than the close of its business on the Business Day following its receipt of any such Notice of Incremental Funding. (d) Class A Alternate Investor’s Commitment. The amount of At no time will the Class A Conduit Investor have any obligation to fund any Class A Incremental Funding allocated to each Funding. At all times on and after the Class A Ownership Group shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership GroupConduit Investment Termination Date, except that a all Class A Incremental Funding may Fundings shall be requested in made by the entire remaining Agent on behalf of the Class A Purchase Limit of Alternate Investors. At any time when the related Class A Ownership Group. Upon any Conduit Investor has rejected a request for a Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, Agent shall so notify the Class A Note Principal Balance Alternate Investors and the Allocation Percentage Class A Alternate Investors shall increase as provided herein. For each fund such Class A Incremental Funding, the on a pro rata basis, in accordance with their respective Class A Note Principal Balance shall increase Pro Rata Shares. Notwithstanding anything contained in an amount equal this Section 2.03(d) or elsewhere in this Agreement to the contrary, no Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance Alternate Investor shall be allocated obligated to provide the Class A Notes held by Agent or the Class A Noteholders from which purchase prices were received Seller with funds in connection with the a Class A Incremental Funding in proportion to an amount that would result in the portion of the Class A Funded Amount then funded by it exceeding its Class A Commitment then in effect (minus the unrecovered principal amount of such purchase prices receivedClass A Alternate Investor’s investments in the Class A Notes pursuant to the Program Support Agreement to which it is a party). The obligation of each Class A Alternate Investor to remit its Class A Pro Rata Share of any Class A Incremental Funding shall be several from that of each other Class A Alternate Investor, and the failure of any Class A Alternate Investor to so make such amount available to the Agent shall not relieve any other Class A Alternate Investor of its obligation hereunder.

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration DatePeriod, Transferor and Servicer may notify one or more Class A Administrative Agents Noteholders that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(sTranche(s) on the next or any subsequent Business Day by delivering a Notice of Class A Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class A Incremental FundingNoteholder, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur. The amount of Class A Incremental Funding allocated to each Class A Ownership Group shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. At any time that a Pro Rata Funding Event has occurred and is continuing, the amount of each Class A Incremental Funding shall be allocated among the Class A Ownership Groups on a pro rata basis based on their respective Class A Ownership Group Percentages; provided that if a Pro Rata Funding Event has occurred and is continuing, the amount of the Class A Incremental Funding may be allocated among the Class A Ownership Groups on a non-pro rata basis if such allocation results in a Pro Rata Allocation among the Class A Ownership Groups after giving effect to the Class A Incremental Funding. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.

Class A Incremental Fundings. From time to time during the Revolving Period and prior to the Purchase Expiration Date, Transferor and Servicer may notify one or more Class A Administrative Agents that a Class A Incremental Funding will occur, subject to the conditions of the Class A Note Purchase Agreement, with respect to the related Class A Ownership Group(s) by delivering a Notice of Incremental Funding (as defined in the Class A Note Purchase Agreement) executed by Transferor and Servicer to the Class A Administrative Agent for each such Class A Ownership Group at least two (2) Business Days prior to such Class 759789669 23736122 A Incremental Funding, specifying the amount of such Class A Incremental Funding and the Business Day upon which such Class A Incremental Funding is to occur. The amount of Class A Incremental Funding allocated to each Class A Ownership Group shall be a minimum amount of $1,000,000 or a higher integral multiple thereof for each Class A Ownership Group, except that a Class A Incremental Funding may be requested in the entire remaining Class A Purchase Limit of the related Class A Ownership Group. Upon any Class A Incremental Funding, the Class A Note Principal Balance, the Collateral Amount, the Class A Note Principal Balance and the Allocation Percentage shall increase as provided herein. For each Class A Incremental Funding, the Class A Note Principal Balance shall increase in an amount equal to the Class A Incremental Principal Balance. The increase in the Class A Note Principal Balance shall be allocated to the Class A Notes held by the Class A Noteholders from which purchase prices were received in connection with the Class A Incremental Funding in proportion to the amount of such purchase prices received.