Common use of Collateral Advance Clause in Contracts

Collateral Advance. 6.1 From time to time Lender may, in its sole and absolute discretion, make cash advances to the Borrower on the terms and conditions set forth herein (each such advance, a “Collateral Advance”). Lender shall have no obligation whatsoever to make any such Collateral Advances. The Borrower hereby agrees, and shall be deemed to agree, to the terms of any confirmation provided by Lender from time to time in respect of any such Collateral Advance (each, a “Collateral Advance Confirmation”) with respect to which the Borrower receives a Collateral Advance. (a) The Borrower shall use all proceeds of Collateral Advances solely to provide cash Collateral for Loans made pursuant to the terms of this Agreement. LIBNY/4739172.4 (b) Without limiting Lender’s discretion in the making of any Collateral Advance, the Borrower acknowledges and agrees that Lender shall not be required to make any Collateral Advance unless the following conditions are satisfied (and acceptance by the Borrower of any Collateral Advance shall be deemed a representation and warranty by the Borrower that such conditions are satisfied): (A) On the date the Collateral Advance is contemplated to be made, no Event of Default shall have occurred and be continuing; (B) Before and after giving effect to the proposed Collateral Advance, the Borrower’s representations and warranties in this Agreement shall be true and correct as of the date of such proposed Collateral Advance (unless such a representation is made as of a certain date, in which case, as of such certain date); (C) The Borrower shall be in compliance with Section 6.2 with respect to each outstanding Collateral Advance and with Section 6.3 with respect to the aggregate outstanding Collateral Advances, and Lender shall be satisfied that after giving effect to any contemplated Collateral Advance, the Borrower shall remain in compliance with Sections 6.2 and 6.3; and (D) Before and after giving effect to any contemplated Collateral Advance, the aggregate amount of outstanding Collateral Advances does not exceed the Collateral Advance Maximum. 6.2 At all times, the Collateral Value of the Relevant Liquid Custodial Collateral designated with respect to each Collateral Advance shall equal or exceed the Minimum Collateral Advance Margin Amount for such Collateral Advance. 6.3 At all times, the Collateral Value of the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances shall equal or exceed the aggregate Minimum Collateral Advance Margin Amount for the outstanding Collateral Advances; provided that if, at any time, the Borrower fails to meet this requirement, the Borrower shall be deemed not to have breached this covenant with respect to such failure if, immediately upon Lender’s demand, the Borrower repays outstanding Collateral Advances in an amount adequate to satisfy such requirement or causes the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances to increase such that the Collateral Value of the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances equals or exceeds the aggregate Minimum Collateral Advance Margin Amount. 6.4 The Borrower shall not permit the aggregate outstanding principal amount of the Collateral Advances to exceed the Collateral Advance Maximum. At any time that the aggregate outstanding principal amount of Collateral Advances exceeds the Collateral Advance Maximum, the Borrower shall immediately repay principal in an amount equal to at least the excess of the aggregate outstanding principal of Collateral Advances over the Collateral Advance Maximum. LIBNY/4739172.4 6.5 The Borrower shall pay no interest on each Collateral Advance outstanding unless otherwise agreed by the Parties or as otherwise provided in Section 6.7 hereof. 6.6 The Borrower shall repay in full in cash each Collateral Advance and any other fees and amounts due thereon, immediately upon demand by Lender. The Borrower acknowledges and agrees that Lender may make any such demand in its sole and absolute discretion and nothing in this Agreement or any Collateral Advance Confirmation (including the specification of a Collateral Advance Due Date therein) will limit the Lender’s right to be repaid in full and in readily available funds the amount of any or all outstanding Collateral Advances upon demand therefor. In the absence of such a demand, the Borrower shall repay each Collateral Advance on the earliest of (i) the date specified in the Collateral Advance Confirmation related to such Collateral (the “Collateral Advance Due Date”); (ii) pursuant to Section 12, upon an Event of Default; and (iii) upon the termination of this Agreement. 6.7 Notwithstanding any other provisions of this Agreement, Collateral Advances that are not repaid when due under this Agreement shall bear interest at the Default Rate from and including the date first due until paid. 6.8 The Custodial Collateral will secure, and this Agreement and the Collateral Documents secure the Borrower’s Secured Line Obligations to the Lender and its Affiliates. The Borrower hereby grants to and for the benefit of Lender and each of its Affiliates, as security for the Secured Line Obligations, a security interest in the Borrower’s right, title and interest in and to the Custodial Collateral, in each case whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising. On demand, the Borrower shall deliver the Custodial Collateral to Lender or its Affiliates and will enter into appropriate Collateral Documents as required by the Lender and to the extent that the Relevant Custodian with respect to any Custodial Collateral is a Third Party or an Affiliate of the Lender. 6.9 Such security interest shall survive the termination of this Agreement to the extent necessary in order for Borrower to meet any outstanding Secured Line Obligations. The Parties acknowledge that value has been given. 6.10 Each payment by the Borrower will be made in the currency of the Collateral Advance with respect to which it is paid unless otherwise agreed upon by the Parties. 6.11 Collateral Advances, all principal thereof, interest payable thereon and fees and other amounts payable with respect thereto, and the other terms and conditions thereof, and any amendments and activity, if any, with respect thereto, shall be evidenced by Lender’s books and records and such books and records shall represent conclusive evidence thereof and be binding on the Borrower except in the case of manifest error or willful misconduct. The Borrower agrees to promptly examine any statements provided by Lender to the Borrower and promptly advise Lender of any errors or exceptions. The Borrower’s failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be the Borrower’s admission of the accuracy and correctness of the contents thereof and the Borrower shall be bound thereby. LIBNY/4739172.4

Collateral Advance. 6.1 From time to time Lender may, in its sole and absolute discretion, make cash advances to the Borrower on the terms and conditions set forth herein (each such advance, a “Collateral Advance”). Lender shall have no obligation whatsoever to make any such Collateral Advances. The Borrower hereby agrees, and shall be deemed to agree, to the terms of any confirmation provided by Lender from time to time in respect of any such Collateral Advance (each, a “Collateral Advance Confirmation”) with respect to which the Borrower receives a Collateral Advance. (a) The Borrower shall use all proceeds of Collateral Advances solely to provide cash Collateral for Loans made pursuant to the terms of this Agreement. LIBNY/4739172.4. (b) Without limiting Lender’s discretion in the making of any Collateral Advance, the Borrower acknowledges and agrees that Lender shall not be required to make any Collateral Advance unless the following conditions are satisfied (and acceptance by the Borrower of any Collateral Advance shall be deemed a representation and warranty by the Borrower that such conditions are satisfied): (A) On the date the Collateral Advance is contemplated to be made, no Event of Default shall have occurred and be continuing; (B) Before and after giving effect to the proposed Collateral Advance, the Borrower’s representations and warranties in this Agreement shall be true and correct as of the date of such proposed Collateral Advance (unless such a representation is made as of a certain date, in which case, as of such certain date); (C) The Borrower shall be in compliance with Section 6.2 with respect to each outstanding Collateral Advance and with Section 6.3 with respect to the aggregate outstanding Collateral Advances, and Lender shall be satisfied that after giving effect to any contemplated Collateral Advance, the Borrower shall remain in compliance with Sections 6.2 and 6.3; and (D) Before and after giving effect to any contemplated Collateral Advance, the aggregate amount of outstanding Collateral Advances does not exceed the Collateral Advance Maximum. 6.2 At all times, the Collateral Value of the Relevant Liquid Custodial Collateral designated with respect to each Collateral Advance shall equal or exceed the Minimum Collateral Advance Margin Amount for such Collateral Advance. 6.3 At all times, the Collateral Value of the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances shall equal or exceed the aggregate Minimum Collateral Advance Margin Amount for the outstanding Collateral Advances; provided that if, at any time, the Borrower fails to meet this requirement, the Borrower shall be deemed not to have breached this covenant with respect to such failure if, immediately upon Lender’s demand, the Borrower repays outstanding Collateral Advances in an amount adequate to satisfy such requirement or causes the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances to increase such that the Collateral Value of the aggregate Relevant Liquid Custodial Collateral designated with respect to the outstanding Collateral Advances equals or exceeds the aggregate Minimum Collateral Advance Margin Amount. 6.4 The Borrower shall not permit the aggregate outstanding principal amount of the Collateral Advances to exceed the Collateral Advance Maximum. At any time that the aggregate outstanding principal amount of Collateral Advances exceeds the Collateral Advance Maximum, the Borrower shall immediately repay principal in an amount equal to at least the excess of the aggregate outstanding principal of Collateral Advances over the Collateral Advance Maximum. LIBNY/4739172.4. 6.5 The Borrower shall pay no interest on each Collateral Advance outstanding unless otherwise agreed by the Parties or as otherwise provided in Section 6.7 hereof. 6.6 The Borrower shall repay in full in cash each Collateral Advance and any other fees and amounts due thereon, immediately upon demand by Lender. The Borrower acknowledges and agrees that Lender may make any such demand in its sole and absolute discretion and nothing in this Agreement or any Collateral Advance Confirmation (including the specification of a Collateral Advance Due Date therein) will limit the Lender’s right to be repaid in full and in readily available funds the amount of any or all outstanding Collateral Advances upon demand therefor. In the absence of such a demand, the Borrower shall repay each Collateral Advance on the earliest of (i) the date specified in the Collateral Advance Confirmation related to such Collateral (the “Collateral Advance Due Date”"); (ii) pursuant to Section 12, upon an Event of Default; and (iii) upon the termination of this Agreement. 6.7 Notwithstanding any other provisions of this Agreement, Collateral Advances that are not repaid when due under this Agreement shall bear interest at the Default Rate from and including the date first due until paid. 6.8 The Custodial Collateral will secure, and this Agreement and the Collateral Documents secure the Borrower’s Secured Line Obligations to the Lender and its Affiliates. The Borrower hereby grants to and for the benefit of Lender and each of its Affiliates, as security for the Secured Line Obligations, a security interest in the Borrower’s right, title and interest in and to the Custodial Collateral, in each case whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising. On demand, the Borrower shall deliver the Custodial Collateral to Lender or its Affiliates and will enter into appropriate Collateral Documents as required by the Lender and to the extent that the Relevant Custodian with respect to any Custodial Collateral is a Third Party or an Affiliate of the Lender. 6.9 Such security interest shall survive the termination of this Agreement to the extent necessary in order for Borrower to meet any outstanding Secured Line Obligations. The Parties acknowledge that value has been given. 6.10 Each payment by the Borrower will be made in the currency of the Collateral Advance with respect to which it is paid unless otherwise agreed upon by the Parties. 6.11 Collateral Advances, all principal thereof, interest payable thereon and fees and other amounts payable with respect thereto, and the other terms and conditions thereof, and any amendments and activity, if any, with respect thereto, shall be evidenced by Lender’s books and records and such books and records shall represent conclusive evidence thereof and be binding on the Borrower except in the case of manifest error or willful misconduct. The Borrower agrees to promptly examine any statements provided by Lender to the Borrower and promptly advise Lender of any errors or exceptions. The Borrower’s failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be the Borrower’s admission of the accuracy and correctness of the contents thereof and the Borrower shall be bound thereby. LIBNY/4739172.4.