PROVIDE BUYER A CONTRACT
APPROVAL REQUEST IN ACCORDANCE WITH SCHEDULE 2.2-1 TOGETHER WITH THE RELATED
DRAFTS REQUIRED TO BE DELIVERED IN ACCORDANCE WITH SCHEDULE 2.2-1. BUYER SHALL
APPROVE OR DISAPPROVE SUCH CONTRACT APPROVAL REQUEST IN ACCORDANCE WITH SCHEDULE
2.2-1.
(V)
FUNDING.
IF BUYER HAS APPROVED A WAREHOUSE ASSET, A CONFIRMATION
HAS BEEN JOINTLY EXECUTED AND DELIVERED BY BUYER AND CUSTOMER, AND BUYER HAS
APPROVED A CONTRACT APPROVAL REQUEST IN ACCORDANCE WITH SCHEDULE 2.2-1, THEN, ON
THE FUNDING DATE FOR THE INVESTMENT OF PRINCIPAL REQUESTED BY CUSTOMER IN THE
APPLICABLE INVESTMENT OF PRINCIPAL REQUEST, THE WAREHOUSE ASSET IN QUESTION
SHALL BE TRANSFERRED TO BUYER AGAINST THE ADDITIONAL INVESTMENT OF PRINCIPAL,
SUBJECT TO THE CONDITIONS THAT (A) EACH OF THE CONDITIONS SET FORTH IN SECTION
4.2 HAVE BEEN SATISFIED, (B) CUSTOMER SHALL HAVE PROVIDED CUSTODIAN (OR THE
ESCROW AGENT ON BEHALF OF CUSTODIAN, AS PROVIDED IN THE ESCROW AGREEMENT) THE
ORIGINALS OF THE CONTRACT AND OTHER RECEIVABLE DELIVERY DOCUMENTS WITH RESPECT
TO THE RECEIVABLE(S) TO BE PURCHASED WITH SUCH INVESTMENT OF PRINCIPAL, (C)
ESCROW AGENT SHALL HAVE EXECUTED AND DELIVERED TO BUYER AND CUSTOMER THE CLOSING
CONFIRMATION LETTER (AS DEFINED IN THE ESCROW AGREEMENT) IN ACCORDANCE WITH
SECTION 5.D OF THE ESCROW AGREEMENT; AND (D) CUSTOMER SHALL HAVE EXECUTED AND
DELIVERED TO BUYER ITS CLOSING CERTIFICATE. UPON AND SUBJECT TO THE TERMS AND
CONDITIONS AND IN RELIANCE ON THE REPRESENTATIONS AND WARRANTIES SET FORTH
HEREIN, BUYER SHALL DEPOSIT ON THE REQUESTED FUNDING DATE AS SET FORTH IN THE
INVESTMENT OF PRINCIPAL REQUEST IN IMMEDIATELY AVAILABLE FUNDS, AN AMOUNT EQUAL
TO THE REQUESTED INVESTMENT OF PRINCIPAL TO ESCROW AGENT'S ACCOUNT AS SET FORTH
IN THE ESCROW AGREEMENT.
BUYER SHALL CAUSE SUCH
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DEPOSIT TO BE MADE NOT LATER THAN 1:00 P.M. (NEW YORK TIME) ON THE REQUESTED
FUNDING DATE PROVIDED ALL CONDITIONS TO SUCH FUNDING HAVE BEEN TIMELY
SATISFIED.
ON THE SAME BUSINESS DAY AS BUYER ACQUIRES A WAREHOUSE ASSET,
CUSTOMER SHALL FURNISH BUYER AND CUSTODIAN AN UPDATED LIST OF RECEIVABLES
INCLUDING THE WAREHOUSE ASSET IN QUESTION.
(VI)
FUNDING DATE DELAY.
IN THE EVENT THE FUNDING DATE IS EXTENDED
BEYOND FOURTEEN (14) DAYS FOLLOWING THE DATE OF THE CONFIRMATION, THE RELATED
INVESTMENT OF PRINCIPAL REQUEST SHALL BE DEEMED RESCINDED AND MUST BE
RESUBMITTED FOR BUYER'S APPROVAL AND THE PROCEDURES SET FORTH IN THIS SECTION
2.2 ADHERED TO, AND IN CONNECTION THEREWITH, IN THE EVENT OF ANY MODIFICATION OF
THE PRELIMINARY DUE DILIGENCE PACKAGE OR THE UNDERLYING CONTRACTS, CUSTOMER
SHALL DELIVER ANY APPLICABLE UPDATES TO THE PRELIMINARY DUE DILIGENCE PACKAGE
AND/OR COMPARISONS OF THE CONTRACTS TO THE FORMS PREVIOUSLY APPROVED, AS WELL
AS, IF APPLICABLE, AN UPDATED INVESTMENT OF PRINCIPAL REQUEST SETTING FORTH ANY
REVISIONS TO THE PROPOSED RECEIVABLE, AND THE OTHER CHANGES, IF ANY, TO THE
INVESTMENT OF PRINCIPAL REQUEST.
(VII)
CLOSING DATE FUNDING; EXCESS PRINCIPAL.
SUBJECT TO THE
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTIONS 4.1 AND 4.2, AS APPLICABLE,
THE PROCEDURES SET FORTH IN CLAUSES (I) - (VI) OF THIS SECTION 2.2(C) SHALL NOT
APPLY TO (I) THE INVESTMENT