Common use of Borrowing Dates Clause in Contracts

Borrowing Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 (in the case of a Borrowing made on the Closing Date) and Section 2.07 (in the case of all Borrowings) of the Sale and Servicing Agreement with respect to the Closing Date and each Borrowing Date, each Purchaser’s providing advances of Borrowings shall be subject to the satisfaction, as of the Closing Date, the Amendment Date or any Borrowing Date, as applicable, of each of the following additional conditions: (i) Each document required to be provided pursuant to Section 2.02 hereof shall have been provided to each Purchaser; (ii) Each condition set forth in Section 2.06, Section 2.07 and Section 2.10 of the Sale and Servicing Agreement, as applicable, (other than any condition therein requiring the conditions set forth in this Section 3.01 to be satisfied) shall have been satisfied; (iii) Each of the representations and warranties of the Issuer, the Servicer, the Originator and the Depositor made in the Basic Documents shall be true and correct as of such date (except to the extent they expressly relate to an earlier or later time); (iv) The Issuer, the Servicer, the Originator and the Depositor shall be in compliance with all of their respective covenants contained in the Basic Documents and the Notes; (v) No Event of Default shall have occurred and be continuing; (vi) The Required Opinions shall have been delivered to each Group Noteholder; and (vii) Any fees due and owing pursuant to the DB Fee Letter shall have been paid. (b) Each Group Noteholder on behalf of the Purchasers in its Ownership Group shall determine in its reasonable discretion whether each of the above conditions have been met and its determination shall be binding on the parties hereto. (c) The price paid by each Purchaser on such Closing Date, Amendment Date or Borrowing Date for the Note Principal Balance advanced or purchased on such Closing Date, Amendment Date or Borrowing Date, respectively, shall be equal to the amount of such Note Principal Balance, and shall be remitted not later than 5:00 p.m. New York City time on the Closing Date, Amendment Date or Borrowing Date, as applicable, by wire transfer of immediately available funds to or at the direction of the Originator on behalf of the Issuer. (d) Each Group Noteholder shall record on the schedule attached to its related Notes, the date and amount of any Note Principal Balance purchased by any member of its Ownership Group; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchasers’ rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Notes as set forth in the applicable Group Noteholder’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.

Borrowing Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 (in the case of a Borrowing to be made on the Closing Date) and Section 2.07 (in the case of all Borrowings) of the Sale and Servicing Agreement with respect to the Closing Date and each Borrowing Date, each the Purchaser’s providing advances of Borrowings shall be subject to the satisfaction, as of the Closing Date, the Amendment Date or any Borrowing Date, as applicable, of each of the following additional conditions: (i) Each document required to be provided pursuant to Section 2.02 hereof shall have been provided to each the Purchaser; (ii) Each condition set forth in Section 2.06, 2.06 and Section 2.07 and Section 2.10 of the Sale and Servicing Agreement, as applicable, (other than any condition therein requiring the conditions set forth in this Section 3.01 to be satisfied) shall have been satisfied; (iii) Each of the representations and warranties of the Issuer, the Servicer, the Originator and the Depositor made in the Basic Documents shall be true and correct as of such date (except to the extent they expressly relate to an earlier or later time); (iv) The Issuer, the Servicer, the Originator and the Depositor shall be in compliance with all of their respective covenants contained in the Basic Documents and the Notes;; and (v) No Event of Default shall have occurred and be continuing; (vi) The Required Opinions shall have been delivered to each Group Noteholder; and (vii) Any fees due and owing pursuant to the DB Fee Letter shall have been paid. (b) Each Group Noteholder on behalf of the Purchasers in its Ownership Group The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met and its determination shall be binding on the parties hereto. (c) The price paid by each the Purchaser on such Closing Date, Amendment Date or Borrowing Date for the Note Principal Balance advanced or purchased on such Closing Date, Amendment Date or Borrowing Date, respectively, shall be equal to the amount of such Note Principal Balance, and shall be remitted not later than 5:00 p.m. New York City time on the Closing Date, Amendment Date or Borrowing Date, as applicable, by wire transfer of immediately available funds to or at the direction of the Originator on behalf of the Issuer. (d) Each Group Noteholder The Purchaser shall record on the schedule attached to its related the Notes, the date and amount of any Note Principal Balance purchased by any member of its Ownership Groupit; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchasers’ 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. Absent manifest error, the Note Principal Balance of the Notes as set forth in the applicable Group NoteholderPurchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.