Common use of Class A Incremental Fundings Clause in Contracts

Class A Incremental Fundings. (a) The Conduit Purchaser will be obligated to make Class A Incremental Fundings from time to time during the Revolving Period upon satisfaction, as of the applicable Incremental Funding Date, of each of the following conditions: (i) the Administrator shall have received copies of all monthly statements and all reports required to be delivered by Servicer to the Trustee pursuant to Section 3.4 of the Pooling and Servicing Agreement; (ii) each of the representations and warranties of the Seller and the Servicer made in the Series Documents shall be true and correct in all material respects as of the applicable Incremental Funding Date immediately after giving effect to such Class A Incremental Funding (except to the extent they expressly relate to an earlier or later time); (iii) the Seller and the Servicer shall be in compliance in all material respects with all of their respective covenants contained in the Series Documents; (iv) both before and immediately after giving effect to such Class A Incremental Funding, no Early Amortization Event, Servicer Default or event which with the giving of notice or passage of time or both could become an Early Amortization Event or Servicer Default shall have occurred; (v) [RESERVED]; (vi) no other Class A Incremental Fundings shall have occurred during the same calendar week; (vii) the Spread Account Amount shall be at least equal to the Required Spread Account Amount, the Specified Enhancement Amount shall be at least equal to the Required Enhancement Amount and the Available Series Cash Collateral Amount shall be at least equal to the Required CCA Floor Amount, in each case after giving effect to any deposits to, and withdrawals from, such accounts on such date and any Incremental Funding on such date; (viii) at least two Business Days prior to the Incremental Funding Date, the Administrator and the Conduit Purchaser shall have received a completed Notice of Incremental Funding; (ix) no event shall have occurred that results in the Conduit Purchaser being unable to access the United States commercial paper markets and the Liquidity Providers not being obligated to make a purchase under the Liquidity Agreement; (x) both before and immediately after giving effect to such Class A Incremental Funding, the Seller Interest shall not be less than the Aggregate Minimum Seller Interest; (xi) immediately after giving effect to such Class A Incremental Funding, the Class A Investor Interest shall be equal to or less than the notional amount then in effect under the Cap Agreement; and (xii) in the case of the initial Incremental Funding Date, prior to such date, the Administrator and the Conduit Purchaser shall have received (i) fully executed counterparts of the Cap Agreement, which is Exhibit E to the Supplement, and the assignment of the rights of Fashion Service Corp. under such Cap Agreement to the Trust, each in substantially the form of the latest drafts received by the parties as of the Closing Date, (ii) a copy of the UCC-1 financing statements executed by Fashion Service Corp. in connection with the assignment referred to in clause (i) above, which financing statement shall, or concurrently with such Incremental Funding shall be, filed in the jurisdictions necessary to perfect such assignment, (iii) opinions of Mayer, Brown, Rowe & Maw LLP and Colin Stern, Executive Vice President an▇ ▇▇neral Counsel t▇ ▇▇▇▇▇▇▇▇ Shoppes, Inc., each in substantially the form of the latest drafts reviewed by the parties as of the Closing Date and (iv) the form of the Monthly Settlement Report, which is Exhibit D to the Supplement, as agreed to by the parties. (b) Each Class A Incremental Funding shall be requested in an aggregate principal amount of $100,000 (except in the case of the initial funding, which shall be at least $500,000) and integral multiples of $100,000 in excess thereof; provided, that a Class A Incremental Funding may be requested in the entire remaining Maximum Class A Funded Amount. (c) The Conduit Purchaser shall not be required to make any Class A Incremental Funding if, after giving effect to such funding, the Class A Funded Amount would exceed the Maximum Class A Funded Amount. (d) The purchase price of each Class A Incremental Funding shall be equal to 100% of the amount of such Class A Incremental Funding and shall be paid not later than 3:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Seller in a notice to the Administrator.

Class A Incremental Fundings. (a) The Conduit Purchaser will be obligated to make Class A Incremental Fundings from time to time during the Revolving Period upon satisfaction, as of the applicable Incremental Funding Date, of each of the following conditions: (i) the Administrator shall have received copies of all monthly statements and all reports required to be delivered by Servicer to the Trustee pursuant to Section 3.4 of the Pooling and Servicing Agreement; (ii) each of the representations and warranties of the Seller and the Servicer made in the Series Documents shall be true and correct in all material respects as of the applicable Incremental Funding Date immediately after giving effect to such Class A Incremental Funding (except to the extent they expressly relate to an earlier or later time); (iii) the Seller and the Servicer shall be in compliance in all material respects with all of their respective covenants contained in the Series Documents; (iv) both before and immediately after giving effect to such Class A Incremental Funding, no Early Amortization Event, Servicer Default or event which with the giving of notice or passage of time or both could become an Early Amortization Event or Servicer Default shall have occurred; (v) [RESERVED]the Class B Investor Interest shall be at least equal to the Required Class B Amount (after giving effect to any Incremental Fundings on such date); (vi) no other Class A Incremental Fundings shall have occurred during the same calendar week; (vii) the Spread Account Amount shall be at least equal to the Required Spread Account Amount, Amount and the Specified Enhancement Amount shall be at least equal to the Required Enhancement Amount and the Available Series Cash Collateral Amount shall be at least equal to the Required CCA Floor Amount, in each case after giving effect to any deposits to, and withdrawals from, such accounts on such date and any Incremental Funding on such date; (viii) at least two three Business Days prior to the Incremental Funding Date, the Administrator and the Conduit Purchaser shall have received a completed Notice of Incremental Funding; (ix) no event shall have occurred that results in the Conduit Purchaser being unable to access the United States commercial paper markets and the Liquidity Providers Purchasers not being obligated to make a purchase under the Liquidity Agreement;; and (x) both before and immediately after giving effect to such Class A Incremental Funding, the Seller Interest shall not be less than the Aggregate Minimum Seller Interest; (xi) immediately after giving effect to such Class A Incremental Funding, the Class A Investor Interest shall be equal to or less than the notional amount then in effect under the Cap Agreement; and (xiixi) in the case of the initial Incremental Funding Date, prior to such date, the Administrator and Administrator, the Conduit Purchaser and the Rating Agencies shall have received (i) fully executed counterparts of the Cap Agreement, which is Exhibit E to the Supplement, and the assignment of the rights of Fashion Service Corp. under such Cap Agreement to the Trust, each in substantially the form of the latest drafts received by the parties as of the Closing Date, (ii) a copy of the UCC-1 financing statements executed by Fashion Service Corp. in connection with the assignment referred to in clause (i) above, which financing statement shall, or concurrently with such Incremental Funding shall be, filed in the jurisdictions necessary to perfect such assignment, (iii) opinions of Mayer, Brown, Rowe Brown & Maw LLP Platt and Colin Stern, Executive Vice President anPresi▇▇▇▇ and ▇▇▇era▇ ▇▇neral Counsel t▇nsel ▇▇ ▇▇▇▇▇▇▇▇ Shoppes, Inc., each in substantially the form of the latest drafts reviewed by the parties as of the Closing Date and (iv) the form of the Monthly Settlement Report, which is Exhibit D to the Supplement, as agreed to by the parties. (b) Each Class A Incremental Funding shall be requested in an aggregate principal amount of $100,000 (except in the case of the initial funding, which shall be at least $500,000) and integral multiples of $100,000 in excess thereof; provided, that a Class A Incremental Funding may be requested in the entire remaining Maximum Class A Funded Amount. (c) The Conduit Purchaser shall not be required to make any Class A Incremental Funding if, after giving effect to such funding, the Class A Funded Amount would exceed the Maximum Class A Funded Amount. (d) The purchase price of each Class A Incremental Funding shall be equal to 100% of the amount of such Class A Incremental Funding and shall be paid not later than 3:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Seller in a notice to the Administrator).