Common use of Funding Dates Clause in Contracts

Funding Dates. On or prior to any sale and/or pledge of any Eligible Loan by a Seller (including the initial sale and/or pledge), such Seller shall deliver or cause to be delivered to the Conduit Administrator the documents required to be delivered to the Conduit Administrator, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5B in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: (i) an original Trust Receipt issued by the Conduit Administrator certifying that it, or a Servicer holding physical possession on its behalf in accordance with an Eligible Servicing Agreement, is in possession of the applicable Loan Documents relating to such Eligible Loans; (ii) releases and financing statement terminations on Form UCC-3, if necessary, to release any adverse claims on the Pledged Loans identified in the UCC search report or opinion delivered pursuant to Section 5A.(v) or otherwise disclosed by the related Seller to the Conduit Administrator; (iii) a ▇▇▇▇ of sale relating to the Eligible Loans sold or pledged pursuant to a Purchase Agreement; (iv) a copy of the fully executed Eligible Servicing Agreement(s) relating to such Loans to the extent not previously delivered in connection with any prior sale and/or pledge; and (v) in addition, on or prior to any sale and/or pledge of any Eligible Loan, an amount equal to the maximum amount of Excluded Borrower Benefits that could be payable on such Loan shall be deposited into a reserve account (each, an “Excluded Borrower Benefit Account”) held by the Conduit Administrator.

Funding Dates. On or prior to any sale and/or pledge of any Eligible Loan by a Seller (including the initial sale and/or pledge), such Seller shall deliver or cause to be delivered to the Conduit Administrator the documents required to be delivered to the Conduit Administrator, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5B in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: (i) an original Trust Receipt issued by the Conduit Administrator certifying that it, or a Servicer holding physical possession on its behalf in accordance with an Eligible Servicing Agreement, is in possession of the applicable Loan Documents relating to such Eligible Loans; (ii) releases and financing statement terminations on Form UCC-3, if necessary, to release any adverse claims on the Pledged Loans identified in the UCC search report or opinion delivered pursuant to Section 5A.(v) or otherwise disclosed by the related Seller to the Conduit Administrator; (iii) a ▇▇▇▇ bill of sale relating to the Eligible Loans sold or pledged pursuant to a Purchase Agreement; (iv) a copy of the fully executed Eligible Servicing Agreement(s) relating to such Loans to the extent not previously delivered in connection with any prior sale and/or pledge; and (v) in addition, on or prior to any sale and/or pledge of any Eligible Loan, an amount equal to the maximum amount of Excluded Borrower Benefits that could be payable on such Loan shall be deposited into a reserve account (each, an “Excluded Borrower Benefit Account”) held by the Conduit Administrator.

Funding Dates. On or prior to any sale and/or pledge of any Eligible Loan by a Seller (including the initial sale and/or pledge)Effective on each Funding Date, such Seller shall deliver or cause to be delivered M&I Bank does hereby sell, transfer, assign, set over and otherwise convey to the Conduit Administrator the documents required to be delivered Purchaser, without recourse, subject to the Conduit Administratorobligations herein (collectively the "Subsequent Purchased Assets" and, including together with the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5CInitial Purchased Assets, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth "Purchased Assets"): (a) right, title and interest in Section 5B in a form reasonably acceptable and to the Department shall not excuse or relieve Subsequent Receivables identified on the Department from its obligation to purchase Putable Loans Schedule of Receivables delivered on the related Funding Date, and all moneys received thereon after the related Subsequent Cutoff Date; (b) right, title and interest in the security interests in the Financed Vehicles granted by Obligors pursuant to the Put Option:Subsequent Receivables and any other interest in the Financed Vehicles and any other property that shall secure the Subsequent Receivables; (ic) an original Trust Receipt issued by interest in any proceeds with respect to the Conduit Administrator certifying that itSubsequent Receivables from claims on any Insurance Policies covering Financed Vehicles or the obligors; (d) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Subsequent Receivables, or a in each case, to the extent Servicer holding physical possession on its behalf would, in accordance with an Eligible Servicing Agreementits customary practices, is in possession apply such amounts to the Principal Balance of the applicable Loan Documents relating to such Eligible Loansrelated Subsequent Receivable; (iie) releases and financing statement terminations on Form UCC-3interest in any proceeds from (A) any Subsequent Receivable repurchased by a Dealer, if necessarypursuant to a Dealer Agreement, to release any adverse claims on the Pledged Loans identified as a result of a breach of representation or warranty in the UCC search report related Dealer Agreement, (B) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or opinion delivered pursuant to Section 5A.(v(C) any Dealer Recourse or otherwise disclosed by the related Seller other rights relating to the Conduit AdministratorSubsequent Receivables under Dealer Agreements; (iiif) a ▇▇▇▇ of sale right, title and interest in any instrument or document relating to the Eligible Loans sold or pledged pursuant to a Purchase Agreement; (iv) a copy of the fully executed Eligible Servicing Agreement(s) relating to such Loans to the extent not previously delivered in connection with any prior sale and/or pledgeSubsequent Receivables; and (vg) in addition, on or prior to any sale and/or pledge the proceeds of any Eligible Loanand all of the foregoing. The purchase of the Subsequent Receivables on each Funding Date by the Purchaser shall be made in accordance with this Agreement and the provisions of the Sale and Servicing Agreement. On each Funding Date (a) M&I Bank will transfer and assign all of its right, an amount equal title and interest in and to the maximum amount Subsequent Receivables and other Subsequent Purchased Assets to the Purchaser, (b) the Purchaser will sell all of Excluded Borrower Benefits that could be payable its right, title and interest in and to the Subsequent Receivables and other Trust Property to the Owner Trustee, and (c) the Owner Trustee will grant all of its right, title and interest in and to the Subsequent Receivables and other Trust Property to the Indenture Trustee for the benefit of the Noteholders. The Subsequent Receivables transferred on such Loan shall be deposited into a reserve account (each, an “Excluded Borrower Benefit Account”) held by each Funding Date and the Conduit AdministratorReceivables transferred on the Closing Date are collectively referred to herein as the "Receivables".

Funding Dates. On or prior Effective on each Funding Date, M&I Bank does hereby sell, transfer, assign, set over and otherwise convey to any sale and/or pledge of any Eligible Loan by a Seller the Purchaser, without recourse, subject to the obligations herein (including collectively the initial sale and/or pledge"Subsequent Purchased Assets" and, together with the Initial Purchased Assets, the "Purchased Assets"), such Seller shall deliver or cause to be all of its right, title and interest in and to: (a) the Subsequent Receivables identified on the Schedule of Receivables delivered to on the Conduit Administrator related Funding Date, and all moneys received thereon after the documents required to be delivered to related Subsequent Cutoff Date; (b) the Conduit Administrator, including security interests in the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5B in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans Financed Vehicles granted by Obligors pursuant to the Put Option:Subsequent Receivables and any other interest in the Financed Vehicles and any other property that shall secure the Subsequent Receivables; (ic) an original Trust Receipt issued by any proceeds with respect to the Conduit Administrator certifying that itSubsequent Receivables from claims on any Insurance Policies covering Financed Vehicles or the obligors; (d) any rebates of premiums relating to Insurance Policies and any rebates of other items such as extended warranties financed under the Subsequent Receivables, or a in each case, to the extent Servicer holding physical possession on its behalf would, in accordance with an Eligible Servicing Agreementits customary practices, is in possession apply such amounts to the Principal Balance of the applicable Loan Documents relating to such Eligible Loansrelated Subsequent Receivable; (iie) releases and financing statement terminations on Form UCC-3any proceeds from (A) any Subsequent Receivable repurchased by a Dealer, if necessarypursuant to a Dealer Agreement, to release any adverse claims on the Pledged Loans identified as a result of a breach of representation or warranty in the UCC search report related Dealer Agreement, (B) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or opinion delivered pursuant to Section 5A.(v(C) any Dealer Recourse or otherwise disclosed by the related Seller other rights relating to the Conduit AdministratorSubsequent Receivables under Dealer Agreements; (iiif) a ▇▇▇▇ of sale any instrument or document relating to the Eligible Loans sold or pledged pursuant to a Purchase Agreement; (iv) a copy of the fully executed Eligible Servicing Agreement(s) relating to such Loans to the extent not previously delivered in connection with any prior sale and/or pledgeSubsequent Receivables; and (vg) in addition, on or prior to any sale and/or pledge the proceeds of any Eligible Loanand all of the foregoing. The purchase of the Subsequent Receivables on each Funding Date by the Purchaser shall be made in accordance with this Agreement and the provisions of the Sale and Servicing Agreement. On each Funding Date (a) M&I Bank will transfer and assign all of its right, an amount equal title and interest in and to the maximum amount Subsequent Receivables and other Subsequent Purchased Assets to the Purchaser, (b) the Purchaser will sell all of Excluded Borrower Benefits that could be payable its right, title and interest in and to the Subsequent Receivables and other Trust Property to the Trust, and (c) the Trust will grant all of its right, title and interest in and to the Subsequent Receivables and other Trust Property to the Indenture Trustee for the benefit of the Noteholders. The Subsequent Receivables transferred on such Loan shall be deposited into a reserve account (each, an “Excluded Borrower Benefit Account”) held by each Funding Date and the Conduit AdministratorReceivables transferred on the Closing Date are collectively referred to herein as the "Receivables".

Funding Dates. On or prior to any sale and/or pledge (a) Note Purchaser’s purchase of any Eligible Loan by a Seller (including the initial sale and/or pledge), such Seller Incremental Note Balances shall deliver or cause to be delivered subject to the Conduit Administrator satisfaction, as of the documents required to be delivered to the Conduit Administratorapplicable Funding Date or proposed Funding Date, including of each of the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5B in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Optionadditional conditions: (i) an original Trust Receipt issued by the Conduit Administrator certifying that it, or a Servicer holding physical possession on its behalf in accordance with an Eligible Servicing Agreement, is in possession of the applicable Loan Documents relating Each document required to such Eligible Loansbe provided pursuant to Section 2.02 shall have been provided to Note Purchaser; (ii) releases Each condition set forth in Article II and financing statement terminations on Form UCC-3, if necessary, to release any adverse claims on Article V of the Pledged Loans identified in the UCC search report or opinion delivered pursuant to Section 5A.(v) or otherwise disclosed by the related Seller to the Conduit AdministratorSale and Servicing Agreement shall have been satisfied; (iii) a ▇▇▇▇ Each of sale relating the representations and warranties of Issuer, Servicer and Seller made in the Basic Documents shall be true and correct as of such date (except to the Eligible Loans sold extent they expressly relate to an earlier or pledged pursuant to a Purchase Agreementlater time); (iv) Issuer, Servicer and Seller shall be in compliance with all of their respective covenants contained in the Basic Documents; (v) No Event of Default or Potential Event of Default shall have occurred and be continuing or would occur as a copy result of the fully executed Eligible Servicing Agreement(spurchase of Incremental Note Balances proposed to occur on the Funding Date; (vi) relating to such Loans After giving effect to the extent purchase of Incremental Note Balances that is proposed to occur on the Funding Date, the Note Balance would not previously delivered exceed the Borrowing Base or the Note Purchase Obligation Limit; (vii) Note Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in connection with any prior sale and/or pledgethe reasonable opinion of Note Purchaser, desirable to perfect or evidence ownership interest of Issuer and the security interest of Indenture Trustee in the Purchased Assets; and (vviii) in additionthe case of the first Funding Date, (i) Seller shall have made a capital contribution in the amount of the Up-Front Fee to Issuer and (ii) Issuer shall have paid the Up-Front Fee to the Note Purchaser, in each case on or prior to any sale and/or pledge such first Funding Date (or, if earlier, the date on which such amount was due pursuant to Section 2.06. (b) Note Purchaser shall determine in its reasonable discretion whether each of any Eligible Loanthe above conditions have been met and its determination shall be binding on the parties hereto. (c) Except as otherwise specified in Section 2.02(c), an amount the price paid by Note Purchaser on each Funding Date for the Incremental Note Balance purchased on such Funding Date shall be equal to the maximum amount of Excluded Borrower Benefits such Incremental Note Balance, and shall be remitted not later than 4:00 p.m. New York City time on the Funding Date by wire transfer of immediately available funds to or at the direction of Issuer or the Servicer on behalf of Issuer (in accordance with the wiring instructions to be provided by Issuer or the Servicer on behalf of the Issuer). (d) Note Purchaser shall record on the schedule attached to the Initial Note, the date and amount of any Incremental Note Balance purchased by it; provided, that could be payable failure to make such recordation on such Loan schedule or any error in such schedule shall not adversely affect Note Purchaser’s rights with respect to its Note Balance and its right to receive interest payments in respect of the Note Balance actually held. Absent manifest error, the Note Balance of the Initial Note as set forth in Note Purchaser’s records shall be deposited into a reserve account (eachbinding upon the parties hereto, an “Excluded Borrower Benefit Account”) held notwithstanding any notation or record made or kept by the Conduit Administratorany other party hereto.

Funding Dates. On or prior to any sale and/or pledge of any Eligible Loan by a Seller (including the initial sale and/or pledge), such Seller shall deliver or cause to be delivered a) Subject to the Conduit Administrator conditions and terms set forth herein and in Sections 7.01 and 7.02 of the documents required Indenture with respect to be delivered each Funding Date, the Issuer may request, and the Committed Purchasers agree, severally and not jointly, to purchase Additional Note Balances from the Conduit AdministratorIssuer from time to time in accordance with, including and upon the satisfaction, as of the applicable Funding Date, of each of the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5B in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Optionadditional conditions: (i) an original Trust Receipt issued by the Conduit Administrator certifying that itWith respect to each Funding Date, or a Servicer holding physical possession on its behalf in accordance with an Eligible Servicing Agreement, is in possession each of the applicable Loan Documents relating to such Eligible LoansFunding Conditions set forth in Section 7.02 of the Indenture shall have been satisfied; (ii) releases Each of the representations and financing statement terminations on Form UCC-3, if necessary, to release any adverse claims on warranties of the Pledged Loans identified Servicer and the Receivables Seller made in the UCC search report or opinion delivered pursuant to Section 5A.(v) or otherwise disclosed by the related Seller Transaction Documents shall be true and correct as if made as of such Funding Date (except to the Conduit Administratorextent they expressly relate to an earlier or later time); (iii) a ▇▇▇▇ The Servicer and the Receivables Seller shall be in compliance with all of sale relating to their respective covenants contained in the Eligible Loans sold or pledged pursuant to a Purchase AgreementTransaction Documents; (iv) a copy No Event of Default or default shall have occurred under the fully executed Eligible Servicing Agreement(s) relating to such Loans to the extent not previously delivered in connection with any prior sale and/or pledgeIndenture and be continuing; and (v) With respect to each Funding Date, the Agent shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in additionthe reasonable opinion of the Agent, desirable to perfect or evidence the assignments required to be effected on such Funding Date in accordance with the Receivables Purchase Agreement including, without limitation, the assignment of the Receivables and the proceeds thereof required to be assigned pursuant to the Indenture. (b) The Agent shall determine in its reasonable discretion whether each of the above conditions have been met and such determination shall be binding on the parties hereto. (c) The price paid by the Purchasers on each Funding Date for the Additional Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Note Balance purchased by such Purchaser and shall be remitted not later than 3:00 PM New York City time on such Funding Date by wire transfer of immediately available funds to the Funding Account. (d) Each Purchaser or its designee shall record on the schedule attached to its related Purchased Note, the date and amount of any Additional Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such 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. (e) On or prior to any sale and/or pledge the first Funding Date, the Purchased Notes representing the interest of any Eligible Loan, an amount equal each Committed Purchaser in the Issuer shall be delivered to the maximum amount of Excluded Borrower Benefits that could be payable on such Loan shall be deposited into a reserve account (each, an “Excluded Borrower Benefit Account”) held by the Conduit Administratorapplicable indenture trustee for each Committed Purchaser.

Funding Dates. On or prior to any sale and/or pledge of any Eligible Loan by a Seller (including the initial sale and/or pledge), such Seller shall deliver or cause to be delivered a) Subject to the conditions and terms set forth herein and in Sections 7.01 and 7.02 of the Indenture with respect to each Funding Date, the Issuer may request, each Conduit Administrator Purchaser may in its sole and absolute discretion, and each Committed Purchaser shall, severally and not jointly, to purchase Additional Note Balances from the documents required Issuer from time to be delivered to time in accordance with, and upon the Conduit Administratorsatisfaction, including as of the applicable Funding Date, of each of the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5B in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Optionadditional conditions: (i) an original Trust Receipt issued by the Conduit Administrator certifying that itWith respect to each Funding Date, or a Servicer holding physical possession on its behalf in accordance with an Eligible Servicing Agreement, is in possession each of the applicable Loan Documents relating to such Eligible LoansFunding Conditions set forth in Section 7.02 of the Indenture shall have been satisfied; (ii) releases Each of the representations and financing statement terminations on Form UCC-3, if necessary, to release any adverse claims on warranties of the Pledged Loans identified Servicer and the Receivables Seller made in the UCC search report or opinion delivered pursuant to Section 5A.(v) or otherwise disclosed by the related Seller Transaction Documents shall be true and correct as if made as of such Funding Date (except to the Conduit Administratorextent they expressly relate to an earlier or later time); (iii) a ▇▇▇▇ The Servicer and the Receivables Seller shall be in compliance with all of sale relating to their respective covenants contained in the Eligible Loans sold or pledged pursuant to a Purchase AgreementTransaction Documents; (iv) a copy No Event of Default or default shall have occurred under the fully executed Eligible Servicing Agreement(s) relating to such Loans to the extent not previously delivered in connection with any prior sale and/or pledgeIndenture and be continuing; and (v) With respect to each Funding Date, the Agent shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in additionthe reasonable opinion of the Agent, desirable to perfect or evidence the assignments required to be effected on such Funding Date in accordance with the Receivables Purchase Agreement including, without limitation, the assignment of the Receivables and the proceeds thereof required to be assigned pursuant to the Indenture. (b) The Agent shall determine in its reasonable discretion whether each of the above conditions have been met and such determination shall be binding on the parties hereto. (c) The price paid by the Purchasers on each Funding Date for the Additional Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Note Balance purchased by such Purchaser and shall be remitted not later than 3:00 PM New York City time on such Funding Date by wire transfer of immediately available funds to the Funding Account. (d) Each Purchaser or its designee shall record on the schedule attached to its related Purchased Note, the date and amount of any Additional Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such 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. (e) On or prior to any sale and/or pledge the date hereof, the Purchased Notes representing the interest of any Eligible Loan, an amount equal each Committed Purchaser in the Issuer shall be delivered to the maximum amount of Excluded Borrower Benefits that could be payable on such Loan shall be deposited into a reserve account (each, an “Excluded Borrower Benefit Account”) held by the Conduit Administratorapplicable indenture trustee for each Committed Purchaser.

Funding Dates. On or prior to any sale and/or pledge of any Eligible Loan by a Seller (including the initial sale and/or pledge), such Seller shall deliver or cause to be delivered a) Subject to the Conduit Administrator conditions and terms set forth herein and in Sections 7.01 and 7.02 of the documents required Indenture with respect to be delivered each Funding Date, the Issuer may request, and the Committed Purchasers agree, severally and not jointly, to purchase Additional Note Balances from the Conduit AdministratorIssuer from time to time in accordance with, including and upon the satisfaction, as of the applicable Funding Date, of each of the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5B in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Optionadditional conditions: (i) an original Trust Receipt issued by the Conduit Administrator certifying that itWith respect to each Funding Date, or a Servicer holding physical possession on its behalf in accordance with an Eligible Servicing Agreement, is in possession each of the applicable Loan Documents relating to such Eligible LoansFunding Conditions set forth in Section 7.02 of the Indenture shall have been satisfied; (ii) releases Each of the representations and financing statement terminations on Form UCC-3, if necessary, to release any adverse claims on warranties of the Pledged Loans identified Servicer and the Receivables Seller made in the UCC search report or opinion delivered pursuant to Section 5A.(v) or otherwise disclosed by the related Seller Transaction Documents shall be true and correct as if made as of such Funding Date (except to the Conduit Administratorextent they expressly relate to an earlier or later time); (iii) a ▇▇▇▇ The Servicer and the Receivables Seller shall be in compliance with all of sale relating to their respective covenants contained in the Eligible Loans sold or pledged pursuant to a Purchase AgreementTransaction Documents; (iv) a copy No Event of Default or default shall have occurred under the fully executed Eligible Servicing Agreement(s) relating to such Loans to the extent not previously delivered in connection with any prior sale and/or pledgeIndenture and be continuing; and (v) With respect to each Funding Date, the Agent shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in additionthe reasonable opinion of the Agent, desirable to perfect or evidence the assignments required to be effected on such Funding Date in accordance with the Receivables Purchase Agreement including, without limitation, the assignment of the Receivables and the proceeds thereof required to be assigned pursuant to the Indenture. (b) The Agent shall determine in its reasonable discretion whether each of the above conditions have been met and such determination shall be binding on the parties hereto. (c) The price paid by the Purchasers on each Funding Date for the Additional Note Balance purchased on such Funding Date shall be equal to the amount of such Additional Note Balance purchased by such Purchaser and shall be remitted not later than 3:00 PM New York City time on such Funding Date by wire transfer of immediately available funds to the Funding Account. (d) Each Purchaser or its designee shall record on the schedule attached to its related Purchased Note, the date and amount of any Additional Note Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect such 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. (e) On or prior to any sale and/or pledge the date hereof, the Purchased Notes representing the interest of any Eligible Loan, an amount equal each Committed Purchaser in the Issuer shall be delivered to the maximum amount of Excluded Borrower Benefits that could be payable on such Loan shall be deposited into a reserve account (each, an “Excluded Borrower Benefit Account”) held by the Conduit Administratorapplicable indenture trustee for each Committed Purchaser.