Common use of Making Advances Clause in Contracts

Making Advances. (a) Each Advance by any of the Investors or the Banks shall be made on at least three Business Days' (two Business Days, in the case of a CP Rate Tranche) notice from the Borrower to the Program Agent and each Investor Agent, provided that Advances shall be made not more than once in any calendar week. Each such notice of an Advance shall specify (i) the amount requested to be paid to the Borrower (such amount, which shall not be less than $10,000,000, being referred to herein as the initial "Principal" of the Advance then being made), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Facility Amount of each Group), and (iii) the date of such purchase (which shall be a Business Day). Each Investor shall promptly notify the Program Agent whether such Investor has determined not to make the requested Advance on the terms specified by the Borrower. The Program Agent shall promptly thereafter notify the Borrower whether the Investors have determined not to make the requested Advance. All Advances by members of each Group shall be evidenced by a Note to the order of the Investor Agent for such Group. If any Investor has determined not to make the entire amount of a proposed Advance requested to be made by it, the Investor Agent for such Investor shall promptly send notice of the proposed Advance to all of the Related Banks for such Investor concurrently by telecopier, telex or cable specifying the date of such Advance, the aggregate amount of Principal of each Advance to be made by such Related Banks (which amount shall be equal to the portion of the initial Principal requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank's portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Advance is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Rate Tranche (which shall be one day if the Borrower has not selected another period); provided, however, that during the Term Period for any Group, each Bank in such Group shall, on the date of such Advance, instruct the Program Agent to direct the Trustee to make available to the Borrower at the Borrower's Account such Bank's Ratable Share of the amount of the Principal of the Advances to be made by such Group out of the funds available therefor in the Collateral Advance Account. (b) On the date of each such Advance, the applicable Investors and/or Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower in same day funds, at the account set forth in the Funds Transfer Letter, an aggregate amount equal to the initial Principal of such Advance; provided, however, if such Advance is being made by the applicable Banks following the designation by the Investor Agent for an Investor of a Termination Date for an Advance owned by such Investor pursuant to clause (i)(a) of the definition of Termination Date and any Principal of such Advance is outstanding on the date of the requested Advance, the Borrower hereby directs the applicable Banks to pay the proceeds of such Advance (to the extent of the outstanding Principal and accrued Yield on such Advance of such Investor) to the relevant Investor Agent's Account, for application to the reduction of the outstanding Principal and accrued Yield on such Advance of such Investor; provided, further, however, that during the Term Period for any Group, after receipt by the Program Agent of the instruction from each Bank in such Group referred to in the proviso to the last sentence of Section 2.02(a) and upon fulfillment of the applicable conditions set forth in Article III, the Program Agent shall notify the Trustee of the date and amount of such Advance and shall direct the Trustee to make available to the Borrower at the Borrower's Account such Bank's Ratable Share of such Group's amount of such Advance, and after receipt by the Trustee of such direction from the Program Agent, the Trustee shall make available to the Borrower by deposit to the Borrower's Account each such Bank's Ratable Share of such Group's amount of such Advance solely out of the funds available therefor in the Collateral Advance Account, and upon such deposit each such Bank will be deemed to have paid to the Borrower such Bank's Ratable Share of such Group's amount of the Principal of the Advance being made for all purposes of this Agreement. (c) [Intentionally Omitted] (d) Notwithstanding the foregoing, (i) neither CAFCO nor Jupiter nor Blue Ridge shall make an Advance under this Section 2.02 at any time in an amount which would exceed the Investor Facility Amount of such Investor's Group and (ii) a Bank shall not be obligated to make Advances under this Section 2.02 at any time in an amount which would exceed such Bank's Bank Commitment less the sum of (A) the aggregate outstanding and unpaid amount of any Advances made by such Bank under such Bank's Asset Purchase Agreement plus (B) such Bank's ratable share of the aggregate outstanding portion of Principal held by the Investor in such Bank's Group (whether or not any portion thereof has been assigned under an Asset Purchase Agreement), after giving effect to reductions of the Principal held by the Investor in such Bank's Group to be made on the date of such Advance (whether from the distribution of Collections or from the proceeds of Advances by such Bank). Each Bank's obligation shall be several, such that the failure of any Bank to make available to the Borrower any funds in connection with any Advance shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Bank shall be responsible for the failure of any other Bank to make funds available in connection with any Advance.

Making Advances. (a) Each Advance by any of the Investors or the Banks shall be made on at least three Business Days' (two Business Days, in the case of a CP Rate Tranche) notice from the Borrower to the Program Agent and each Investor Agent, provided that Advances shall be made not more than once six (6) times in any calendar weekMonth. Each such notice of an Advance shall specify (i) the amount requested to be paid to the Borrower (such amount, which shall not be less than $10,000,0001,000,000, being referred to herein as the initial "Principal" of the Advance then being made), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Facility Amount of each Group), and (iii) the date of such purchase Advance (which shall be a Business Day). Each Investor shall promptly notify the Program Agent whether such Investor has determined not to make the requested Advance on the terms specified by the Borrower. The Program Agent shall promptly thereafter notify the Borrower whether the Investors have determined not to make the requested Advance. All Advances by members of each Group shall be evidenced by a Note to the order of the Investor Agent for such Group. If any Investor has determined not to make the entire amount of a proposed Advance requested to be made by it, the Investor Agent for such Investor shall promptly send notice of the proposed Advance to all of the Related Banks for such Investor concurrently by telecopier, telex or cable specifying the date of such Advance, the aggregate amount of Principal of each Advance to be made by such Related Banks (which amount shall be equal to the portion of the initial Principal requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank's portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Advance is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase datedate of such Advance) or the Alternate Base Rate, and the duration of the Fixed Period for such Rate Tranche (which shall be one day if the Borrower has not selected another periodperiod and such Advance is to be funded at the Alternate Base Rate); provided, however, that during the Term Period for any Group, each Bank in such Group shall, on at least two Business Days prior to the date of such Advance, instruct the Program Agent to direct provide written instruction to the Trustee Disbursement Agent to make wire (or otherwise transfer in immediately available funds) on the date of such Advance to the Borrower at the Borrower's Account such Bank's Ratable Share of the amount of the Principal of the Advances to be made by such Group out of the funds available therefor in the Collateral Advance Account. (b) On the date of each such Advance, the applicable Investors and/or Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Borrower in same day funds, at the account set forth in the Funds Transfer Letter, an aggregate amount equal to the initial Principal of such Advance; provided, however, if such Advance is being made by the applicable Banks following the designation by the Investor Agent for an Investor of a Termination Date for an Advance owned by such Investor pursuant to clause (i)(aa)(i) of the definition of Termination Date and any Principal of such Advance is outstanding on the date of the requested Advance, the Borrower hereby directs the applicable Banks to pay the proceeds of such Advance (to the extent of the outstanding Principal and accrued Yield on such Advance of such Investor) to the relevant Investor Agent's Account, for application to the reduction of the outstanding Principal and accrued Yield on such Advance of such Investor; provided, further, however, that during the Term Period for any Group, after receipt by the Program Agent of the instruction from each Bank in such Group referred to in the proviso to the last sentence of Section 2.02(a) and upon fulfillment of the applicable conditions set forth in Article III, the Program Agent shall notify the Trustee Disbursement Agent of the date and amount of such Advance and shall direct the Trustee Disbursement Agent to make wire (or otherwise transfer in immediately available funds) to the Borrower at the Borrower's Account such Bank's Ratable Share of such Group's amount of such Advance, and after receipt by the Trustee Disbursement Agent of such direction from the Program Agent, the Trustee Disbursement Agent shall make wire (or otherwise transfer in immediately available funds) to the Borrower by deposit to the Borrower's Account each such Bank's Ratable Share of such Group's amount of such Advance solely out of the funds available therefor in the Collateral Advance Account, and upon such deposit each such Bank will be deemed to have paid to the Borrower such Bank's Ratable Share of such Group's amount of the Principal of the Advance being made for all purposes of this Agreement. (c) [Intentionally Omitted] (d) Notwithstanding the foregoing, (i) neither CAFCO nor Jupiter nor Blue Ridge no Investor shall make an Advance under this Section 2.02 at any time in an amount which would exceed the Investor Facility Amount of such Investor's Group and (ii) a Bank shall not be obligated to make Advances under this Section 2.02 at any time in an amount which would exceed such Bank's Bank Commitment less the sum of (A) the aggregate outstanding and unpaid amount of any Advances made by such Bank under such Bank's Asset Purchase Agreement plus (B) such Bank's ratable share of the aggregate outstanding portion of Principal held by the Investor in such Bank's Group (whether or not any portion thereof has been assigned under an Asset Purchase Agreement), after giving effect to reductions of the Principal held by the Investor in such Bank's Group to be made on the date of such Advance (whether from the distribution of Collections or from the proceeds of Advances by such Bank). Each Bank's obligation shall be several, such that the failure of any Bank to make available to the Borrower any funds in connection with any Advance shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Bank shall be responsible for the failure of any other Bank to make funds available in connection with any Advance.

Making Advances. (a) Each Advance by any of the Investors or the and/or Banks shall be made on at least three Business Days' (two Business Days, in the case of a CP Rate Tranche) notice from the Borrower to the Program each Group Managing Agent and each Investor Agent, provided that Advances shall be made not more than once in any calendar week. Each such notice of an Advance shall specify (i) the amount requested to be paid with a copy to the Borrower (such amount, which shall not be less than $10,000,000, being referred to herein as the initial "Principal" of the Advance then being madeAdministrative Agent), given not later than 3:00 p.m. (iiNew York City time) on the allocation of such amount among each of the Groups (which shall be proportional to the Investor Facility Amount of each Group), and (iii) Business Day before the date of such purchase Advance (which a “Notice of Advance”). Each such Notice of Advance shall be a by telephone, telecopier or email, specifying the requested (A) aggregate amount to be advanced to the Borrower and (B) Business Day)Day of such Advance, which notice shall be in the form of Exhibit J hereto. Each Investor shall promptly notify each Group Managing Agent, the Program Administrative Agent whether and the Borrower if it has determined to make its Advance and if such Investor has determined not so notified its Group Managing Agent by 11:00 A.M. on the date of such proposed Advance, such Investor shall be deemed to have agreed to make an Advance in an amount equal to such percentage of the aggregate amount requested Advance on by the terms Borrower as specified by the Borrowerits Group Managing Agent. The Program Group Managing Agent for each Investor shall promptly thereafter notify the Borrower whether the Investors have determined not if Yield for any Rate Tranche of which all or any portion of any such Advance is to make the requested Advance. All Advances by members of each Group shall be evidenced by a Note part is to the order of the Investor Agent be computed for such GroupRate Tranche as a Base Rate Tranche or a LIBO Rate Tranche. If any Investor notifies its Group Managing Agent and the Administrative Agent that it has determined not to make such Advance or that it has determined to fund in place of any non-funding Investor (it being understood that each Investor willing to so make and fund an Advance shall be permitted by the entire other Investors to do so), the Investors who have determined to make such Advance shall notify their Group Managing Agent and the Administrative Agent of the amount of a proposed such Advance requested to be being made by iteach such Investor. Each Group Managing Agent shall promptly thereafter, on each day it receives any such notice, notify the Borrower of the identity of such Investors, if any, which have determined to make and so fund such Advances and the amount of such Advance being made by each such Investor. If the Investors, in the aggregate, have not determined to advance the aggregate amount requested by the Borrower, the Investor Group Managing Agent for such each Investor shall Group that has determined not to fund its Pro Rata Share of the aggregate amount requested by the Borrower shall, at the request of the Borrower, promptly send notice of the proposed Advance amount thereof not being advanced by such Investors to all of the Related Banks for in such Investor’s Investor Group concurrently by telecopiertelecopier or other electronic means specifying each Bank’s Ratable Share thereof, telex or cable specifying the date of such Advance, the aggregate amount of Principal of each Advance to be made by such Related Banks (which amount shall be equal to the portion of the initial Principal requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank's portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Advance is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration type of the Fixed Period for such Rate Tranche (which shall be one day if the Borrower has not selected another periodBase Rate Tranche or LIBO Rate Tranche); provided, however, that during the Term Period for any Group, each Bank in such Group shall, on the date of such Advance, instruct the Program Agent to direct the Trustee to make available to the Borrower at the Borrower's Account such Bank's Ratable Share of the amount of the Principal of the Advances to be made by such Group out of the funds available therefor in the Collateral Advance Account. (b) On the date of each Advance by the Investors and/or the Banks making such Advance, the applicable Investors each Investor and/or Banks, as the case may be, Bank shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to its Group Managing Agent an amount equal to such Investor’s share of its Investor Group’s Pro Rata Share of the aggregate amount requested by the Borrower or such Bank’s Ratable Share thereof, as applicable, by deposit of such amount in same day funds to the account of such Group Managing Agent, as described in Section 2.10, and after receipt by such Group Managing Agent of such funds, such Group Managing Agent will deposit such amount in same day funds at the account set forth in the Funds Transfer LetterBorrower’s Account. (c) The Group Managing Agent for each Investor or Bank with any outstanding Rate Tranches shall, an aggregate amount equal to the initial Principal of such Advance; provided, however, if such Advance is being made by the applicable Banks within 2 Business Days following the designation by the Investor Agent last day of each successive Fixed Period for an Investor of a Termination Date for an Advance any such Rate Tranche so long as it is owned by such Investor or Bank, notify the Borrower of the applicable Investor Rate and/or Assignee Rate applicable thereto. (d) Each Notice of an Advance from the Borrower delivered pursuant to clause (i)(aSection 2.03(a) shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Indemnified Party against any actual loss or expense incurred by such Indemnified Party as a result of the definition of Termination Date and any Principal of such Advance is outstanding failure to fulfill on or before the date of the requested Advance, the Borrower hereby directs the applicable Banks to pay the proceeds of such any Advance (to the extent of the outstanding Principal and accrued Yield on such Advance of such Investor) to the relevant Investor Agent's Account, for application to the reduction of the outstanding Principal and accrued Yield on such Advance of such Investor; provided, further, however, that during the Term Period for any Group, after receipt by the Program Agent of the instruction from each Bank in such Group referred to in the proviso to the last sentence of Section 2.02(a) and upon fulfillment of the applicable conditions set forth in Article III, the Program Agent shall notify the Trustee including, without limitation, any actual loss or expense incurred by reason of the date and amount liquidation or reemployment of deposits or other funds acquired by such Indemnified Party to fund its Advance and shall direct the Trustee to make available to the Borrower at the Borrower's Account such Bank's Ratable Share of such Group's amount of when such Advance, and after receipt by the Trustee as a result of such direction from the Program Agentfailure, the Trustee shall make available to the Borrower by deposit to the Borrower's Account each such Bank's Ratable Share of such Group's amount of such Advance solely out of the funds available therefor in the Collateral Advance Account, and upon such deposit each such Bank will be deemed to have paid to the Borrower such Bank's Ratable Share of such Group's amount of the Principal of the Advance being made for all purposes of this Agreement. (c) [Intentionally Omitted] (d) Notwithstanding the foregoing, (i) neither CAFCO nor Jupiter nor Blue Ridge shall make an Advance under this Section 2.02 at any time in an amount which would exceed the Investor Facility Amount of such Investor's Group and (ii) a Bank shall is not be obligated to make Advances under this Section 2.02 at any time in an amount which would exceed such Bank's Bank Commitment less the sum of (A) the aggregate outstanding and unpaid amount of any Advances made by such Bank under such Bank's Asset Purchase Agreement plus (B) such Bank's ratable share of the aggregate outstanding portion of Principal held by the Investor in such Bank's Group (whether or not any portion thereof has been assigned under an Asset Purchase Agreement), after giving effect to reductions of the Principal held by the Investor in such Bank's Group to be made on the date of such Advance (whether from the distribution of Collections or from the proceeds of Advances by such Bank). Each Bank's obligation shall be several, such that the failure of any Bank to make available to the Borrower any funds in connection with any Advance shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Bank shall be responsible for the failure of any other Bank to make funds available in connection with any Advancedate.