Common use of Requested Advances Clause in Contracts

Requested Advances. (a) During the Revolving Period and subject to the terms and conditions hereof and in the Indenture, the Issuer may request, from time to time, but no more than *** per calendar week (unless otherwise agreed to by the Administrative Agent and the Variable Funding Note Noteholders and subject to an Additional Advance Fee for each additional Requested Advance beyond the first two, such fee to be allocated between the Variable Funding Note Noteholders in accordance with their respective Ratable Portions), that the Variable Funding Note Noteholders advance to the Issuer an amount in the aggregate (a “Requested Advance”) that is a multiple of $100,000 and that is not less than $1,000,000. After giving effect to the Requested Advance, (i) the aggregate Outstanding Principal Amount of the Notes shall not exceed the Maximum Principal Amount, (ii) the Outstanding Principal Amount of the Variable Funding Notes shall not exceed the Variable Funding Note Borrowing Base and (iii) the Outstanding Principal Amount of the Variable Funding Notes shall not exceed the Maximum Advance Amount. (b) Whenever the Issuer requests that the Variable Funding Note Noteholders make a Requested Advance, the Issuer shall deliver, or shall cause to be delivered on its behalf, to the Administrative Agent, as the designated representative of all Variable Funding Note Noteholders, an executed Funding Request, substantially in the form of Exhibit A hereto, no later than 12:00 p.m., New York City time, two Business Days prior to the proposed Advance Date, and shall satisfy the terms and conditions set forth herein, in the Funding Request and in the Indenture. Notwithstanding anything to the contrary contained herein, if any Requested Advance is not made by reason of an Advance Condition, or a condition in the Funding Request or the Indenture not being satisfied on the date specified by the Issuer in its Funding Request, the Issuer shall indemnify each Variable Funding Note Noteholder against any loss, cost or expense incurred by such Variable Funding Note Noteholder as a result of such occurrence, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Variable Funding Note Noteholder to fund such anticipated Advance, but excluding any loss attributable to lost profits or consequential damages. (c) [Reserved.] (d) Each Variable Funding Note Noteholder shall fund the percentage of the Requested Advance (its “Ratable Portion”) determined by dividing (i) the amount of such Variable Funding Note Noteholder’s Funding Commitment by (ii) the aggregate Funding Commitments of all Variable Funding Note Noteholders. Subject to satisfaction of the Advance Conditions, each Variable Funding Note Noteholder shall deliver immediately available funds in an amount (an “Advance”) equal to its Ratable Portion of the Requested Advance to an account specified by the Issuer no later than 3:00 p.m., New York City time, on the applicable Advance Date. (e) The Revolving Period shall expire on the Funding Period Termination Date and no new Advances shall be funded after such date. (f) No portion of any Advance shall be funded with “plan assets” of any Benefit Plan. (g) During the Revolving Period, the Eligible Receivables purchased by the Issuer with the proceeds of an Advance made pursuant to this Section 2.04 shall be allocated to the Variable Funding Note Investment Pool for the related Collection Period. In connection with the issuance of Term Notes on the Conversion Date for such Collection Period, as contemplated by Section 2.09 of this Agreement and Sections 4.11 and 4.12 of the Indenture, such Eligible Receivables shall be allocated to a Term Note A Investment Pool or a Term Note B Investment Pool and shall cease to be allocated to the Variable Funding Note Investment Pool.

Requested Advances. (a) During the Revolving Period and subject to the terms and conditions hereof and in the Indenture, the Issuer may request, from time to time, but no more than *** per calendar week (unless otherwise agreed to by the Administrative Agent and the Variable Funding Note Noteholders and subject to an Additional Advance Fee for each additional Requested Advance beyond the first two, such fee to be allocated between the Variable Funding Note Noteholders in accordance with their respective Ratable Portions), that the Variable Funding Note Noteholders advance to the Issuer an amount in the aggregate (a “Requested Advance”) that is a multiple of $100,000 and that is not less than $1,000,000500,000. After giving effect to the Requested Advance, (i) the aggregate Outstanding Principal Amount of the Notes shall not exceed the Maximum Principal Amount, (ii) the Outstanding Principal Amount of the Variable Funding Notes shall not exceed the Variable Funding Note Borrowing Base and (iii) the Outstanding Principal Amount of the Variable Funding Notes shall not exceed the Maximum Advance Amount. (b) Whenever the Issuer requests that the Variable Funding Note Noteholders make a Requested Advance, the Issuer shall deliver, or shall cause to be delivered on its behalf, to the Administrative Agent, as the designated representative of all Variable Funding Note Noteholders, an executed Funding Request, substantially in the form of Exhibit A hereto, no later than 12:00 p.m., New York City time, two Business Days prior to the proposed Advance Date, and shall satisfy the terms and conditions set forth herein, in the Funding Request and in the Indenture. Notwithstanding anything to the contrary contained herein, if any Requested Advance is not made by reason of an Advance Condition, or a condition in the Funding Request or the Indenture not being satisfied on or prior to the date Advance Date specified by the Issuer in its Funding Request, the Issuer shall indemnify each Variable Funding Note Noteholder against any loss, cost or expense incurred by such Variable Funding Note Noteholder as a result of such occurrence, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Variable Funding Note Noteholder to fund such anticipated Advance, but excluding any loss attributable to lost profits or consequential damages. (c) [Reserved.] (d) Each Variable Funding Note Noteholder shall fund the percentage of the Requested Advance (its “Ratable Portion”) determined by dividing (i) the amount of such Variable Funding Note Noteholder’s Funding Commitment by (ii) the aggregate Funding Commitments of all Variable Funding Note Noteholders. Subject to satisfaction of the Advance Conditions, each Variable Funding Note Noteholder shall deliver immediately available funds in an amount (an “Advance”) equal to its Ratable Portion of the Requested Advance to an the Bankers Trust account specified in a separate letter agreement by and among the Issuer parties hereto no later than 3:00 2:00 p.m., New York City time, on the applicable Advance Date. Once all funds have been deposited, then upon Bankers Trust’s receipt of notice and instruction from the Administrative Agent (which for the avoidance of doubt can be in the form of electronic correspondence) no later than 3:00 p.m. New York City time, Bankers Trust shall deliver the funds deposited into such account to an account specified by the Issuer (the information for which shall be provided to Bankers Trust by the Administrative Agent as part of the aforementioned notice and instruction); provided, however, that if all Variable Funding Note Noteholders do not deposit their Ratable Portion of the Requested EAST\147727759.5 Advance to the Bankers Trust account by 2:00 p.m. New York City time, on the applicable Advance Date, then all funds on deposit in such account shall be returned to the respective parties who made such deposits; provided, further, that any Variable Funding Note Noteholder who made a deposit of its Ratable Portion of the Requested Advance to the Bankers Trust account by 2:00 p.m. New York City time on such Advance Date shall not be deemed to be a Defaulting Variable Funding Note Noteholder if funds are subsequently returned to such Variable Funding Note Noteholder pursuant to the first proviso of this Section 2.04(d); provided, further, that if the Administrative Agent does not provide to Bankers Trust notice and instruction for delivery of the funds deposited in such account to an account specified by the Issuer by 3:00 p.m., New York City time, then Bankers Trust shall not be required to deliver such funds into the account specified by the Issuer until the next Business Day. (e) The Revolving Period shall expire on the Funding Period Termination Date and no new Advances shall be funded after such date. (f) No portion of any Advance shall be funded with “plan assets” of any Benefit Plan. (g) During the Revolving Period, the Eligible Receivables purchased by the Issuer with the proceeds of an Advance made pursuant to this Section 2.04 shall be allocated to the Variable Funding Note Investment Pool for the related Collection PeriodPool. In connection with the issuance of Quarterly Term Notes on the Conversion Date for such Collection PeriodDate, as contemplated by Section 2.09 of this Agreement and Sections 4.11 and 4.12 of the Indenture, such Eligible Receivables shall be allocated to a Term Note A Investment Pool or a Term Note B Investment Pool and shall cease to be allocated to the Variable Funding Note Investment Pool.