Common use of Subsequent Advances Clause in Contracts

Subsequent Advances. Each Subsequent Advance shall be in an amount as stated in a Put Request delivered by the Company, paid by the Purchaser at a Closing with respect to each such Advance, provided, however, that (i) the Company shall be under no obligation to make any Put Request at any time; (ii) no Put Request shall exceed $1,000,000; (iii) no more than one Put Request shall be delivered in any one calendar week without the prior consent of Purchaser; (iv) the Purchaser may decline any Put Request and shall not be under any obligation to make any Subsequent Advance unless the closing bid price for the Company’s trading shares on the New York Stock Exchange shall have been equal or greater than one dollar ($1.00) on each of the five (5) consecutive trading days immediately preceding the Determination Date (as defined below);and (v) the Purchaser need not make any Subsequent Advance unless (1) the Company has executed and delivered a Note under this Agreement evidencing such Advance, (2) the Company has filed with the SEC and delivered to Purchaser a duly prepared prospectus under the Registration Statement registering the Note and Common Stock issuable upon conversion of the Note evidencing such Advance, and (3) the Company shall have reserved for issuance to the Purchaser two times the number of shares of Common Stock issuable upon full conversion of all Notes then outstanding, including any such Note relating to such Advance.

Subsequent Advances. Each Subsequent Advance The obligation of Lender to make any advance hereunder (including the initial advance) shall be subject to the further conditions precedent that, on and as of the date of such advance, which shall be within the Funding Period: (a) the representations and warranties of Guarantor and Borrower set forth in an amount this Agreement shall be accurate, before and after giving effect to such advance or issuance and to the application of any proceeds thereof; (b) no Default or Event of Default has occurred and is continuing, or would result from such advance or issuance or from the application of any proceeds thereof; (c) no material adverse change has occurred in the Borrower's or any of Guarantor's businesses, operations, financial conditions, or assets or in the prospect of repayment of the Outstanding Facility Amount; (d) Lender shall have received such other approvals, opinions or documents as stated Lender shall reasonably request; (e) Borrower shall submit to Lender a completed Request for Advance in a Put Request delivered by the Companyform and substance of Exhibit "A" attached hereto at least three (3) Business Days prior to the date of such advance and the Lender shall have consented in writing to the making of such advance; (f) after giving effect to such advances, paid by the Purchaser at a Closing Outstanding Facility Amount does not exceed the Facility Amount; (g) after giving effect to such advance, there is no deficiency with respect to the Availability on Eligible Accounts; (h) if requested the Lender shall have received the related receivable file for each such Advance, provided, however, that Eligible Asset Pool included in the Availability on Eligible Accounts calculations; (i) the Company Lender shall be under no obligation to make any Put Request at any timehave received all requested audit and financial reports; (ii) no Put Request shall exceed $1,000,000; (iii) no more than one Put Request shall be delivered in any one calendar week without the prior consent of Purchaser; (ivj) the Purchaser may decline any Put Request proceeds are to be used in the Borrower's ordinary course of business, solely in its operations for costs and shall not expenses incurred in the purchasing of Eligible Asset Pools, the collection of such Accounts or otherwise incurred in Borrower's ordinary course of business, and for payments to Lender (k) the Borrower is and continues to be under any obligation to make any Subsequent Advance unless the closing bid price for the Company’s trading shares on the New York Stock Exchange shall have been equal or greater than one dollar ($1.00) on an entity separate and distinct from all other Persons and entities, including PRA and each of the five (5) consecutive trading days immediately preceding the Determination Date (as defined below);and (v) the Purchaser need not make any Subsequent Advance unless (1) the Company has executed and delivered a Note under this Agreement evidencing such Advance, (2) the Company has filed with the SEC and delivered to Purchaser a duly prepared prospectus under the Registration Statement registering the Note and Common Stock issuable upon conversion of the Note evidencing such Advance, other Guarantors and (3l) the Company shall have reserved for issuance to the Purchaser two times the number of shares of Common Stock issuable upon full conversion of all Notes then outstanding, including any such Note relating to such Advanceother condition deemed necessary by Lender has been satisfied.

Subsequent Advances. (a) The Lender shall not be obligated to fund any Loan or incur any Letter of Credit Obligations if any of the following statements shall fail to be true on the date of each such funding, advance or incurrence, as the case may be: (i) All of the Borrower's representations and warranties contained herein or in any of the Loan Documents shall be true and correct on and as of the Closing Date and the date on which each such Advance is made (or each such Letter of Credit Obligation is incurred), as though made or incurred on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement. (ii) Any event or circumstance having a Material Adverse Effect shall have occurred since June 30, 1997. (iii) No event shall have occurred and be continuing, or would result from the making of any Advance (or the incurrence of any Letter of Credit Obligation) which constitutes or would constitute a Default or an Event of Default. (iv) After giving effect to such Working Capital Loan Advance (or the incurrence of any Letter of Credit Obligation), the aggregate principal amount of the Working Capital Revolving Loans shall not exceed the maximum amount permitted by Section 2.1 without requiring that a payment be made to the ----------- Lender. (v) Each Subsequent of the conditions set forth in Section 5.1(a) through (f) -------------- shall continue to be satisfied by the Borrower as of such date. The request and acceptance by the Borrower of the proceeds of any Advance shall be deemed to constitute, as of the date of such request or acceptance, (i) a representation and warranty by the Borrower that the conditions in this Section have been satisfied, and (ii) a confirmation by the Borrower of the granting and continuance of the Lender's Liens pursuant to the Collateral Documents. (b) The Borrower agrees that upon the occurrence of a Default, the making of an Advance shall be in an amount as stated in a Put Request delivered by the Company, paid by Lender's sole and absolute discretion and the Purchaser at a Closing with respect to each such Advance, provided, however, that (i) the Company shall be under no obligation to make any Put Request at any time; (ii) no Put Request shall exceed $1,000,000; (iii) no more than one Put Request shall be delivered in any one calendar week without the prior consent of Purchaser; (iv) the Purchaser may decline any Put Request and Lender shall not be under any obligation required to make any Subsequent Advance unless declare a default and accelerate the closing bid price for the Company’s trading shares on the New York Stock Exchange shall have been equal or greater than one dollar ($1.00) on each of the five (5) consecutive trading days immediately preceding the Determination Date (as defined below);and (v) the Purchaser need not make any Subsequent Advance unless (1) the Company has executed and delivered a Note under this Agreement evidencing such Advance, (2) the Company has filed with the SEC and delivered to Purchaser a duly prepared prospectus under the Registration Statement registering the Note and Common Stock issuable upon conversion of the Note evidencing such Advance, and (3) the Company shall have reserved for issuance to the Purchaser two times the number of shares of Common Stock issuable upon full conversion of all Notes then outstanding, including any such Note relating to such AdvanceObligations.

Subsequent Advances. (a) The Initial Holder shall make a Subsequent Advance in respect of the Delayed Draw Notes (i) in the amount of U.S.$76,923,076 on the first Delayed Draw Funding Date, (ii) in the amount of U.S.$24,358,976 on the second Delayed Draw Funding Date and (iii) in the amount of U.S.$50,000,000 on the third Delayed Draw Funding Date; provided that (i) an “Event of Default” is not then in existence under the Global Master Repurchase Agreement with respect to which UBS AG, London Branch is the “Defaulting Party” (as each such term is defined therein) as evidenced by a certificate of the Initial Holder that such event has not occurred, and (ii) the occurrence of each Delayed Draw Funding Date shall be conditional upon UBS having confirmed in writing to the Issuer, the Trustee and the Collateral Administrator that it concurs with the Collateral Manager’s calculations with respect to the Advance Value of each Additional Funding Asset as set forth in the notice delivered pursuant to Section 2.13(g) below (which confirmation shall be deemed to be made upon the funding of the related Subsequent Advance). (b) Upon receipt of such payment the Issuer shall increase (or, if applicable, direct the Trustee to increase or otherwise approve any such increase at DTC) the amount outstanding under the applicable Delayed Draw Global Note by a principal amount equal to the amount of the Subsequent Advance. In connection with each Subsequent Advance, the Initial Holder shall reasonably cooperate with the Issuer (or the Trustee on its behalf) to effect any such increase, including providing any accessing instructions to DTC. (c) Each Subsequent Advance made pursuant to this Section 2.13 shall be in an amount as stated in a Put Request delivered recorded by the CompanyNote Registrar on the Note Register pursuant to Section 2.5(a); and shall be recorded and endorsed on each applicable Delayed Draw Global Note in accordance with Section 2.2(b)(iii)(B). (d) The Issuer shall be deemed to represent to UBS AG, paid London Branch and the Initial Holder on each Delayed Draw Funding Date that no Event of Default has occurred or is continuing under this Indenture. (e) The Initial Holder shall pay the amount of each Subsequent Advance to the Issuer by wire transfer of immediately available funds no later than 11:00 a.m. (New York City time) on each Delayed Draw Funding Date, to the Collection Account as Principal Collections, for further application of such amount (a) for the purchase of Additional Funding Assets, (b) to fund the Delayed-Draw/Committed Proceeds/Revolver Account with respect to Additional Funding Assets pursuant to and in accordance with Section 10.2(d) and Section 10.3(d), respectively, and (c) to fund Eligible Investments (it being understood that any amounts applied pursuant to the foregoing clause (a) and any resulting Cash contributions pursuant to Section 3 of the Equity Contribution Agreement, may be directly applied to the purchase of Portfolio Assets on the related Delayed Draw Funding Date, without the requirement to deposit such amounts in the Collection Account, so long as the related Additional Funding Assets are acquired by the Purchaser at a Closing Issuer on the related Delayed Draw Funding Date). (f) For the avoidance of doubt, with respect to each such Subsequent Advance, providedthe certificate described in clause (a) of the first paragraph of this Section 2.13 and an authentication order shall be delivered to the Trustee, however, that but the opinions and certificates set forth in Section 3.1 shall not be required. (g) The aggregate Advance Value of all Additional Funding Assets (i) on the Company first Delayed Draw Funding Date shall be under no obligation equal to make any Put Request at any time; U.S.$50,000,000, (ii) no Put Request on the second Delayed Draw Funding Date shall exceed $1,000,000; be equal to U.S.$37,500,000 and (iii) no more than one Put Request on the third Delayed Draw Funding Date shall be delivered equal to U.S.$37,500,000, in any one calendar week without each case as determined by the prior consent Collateral Manager and notified by the Collateral Manager to the Trustee, the Collateral Administrator, UBS and the Initial Holder, such notice to contain reasonably detailed calculations specifying the Advance Value of Purchasereach Additional Funding Asset; (iv) the Purchaser may decline any Put Request and shall not be under any obligation to make any Subsequent Advance unless the closing bid price for the Company’s trading shares on the New York Stock Exchange provided that, UBS shall have been equal or greater than one dollar signed off on such notice and agreed to calculations of Advance Value of Additional Funding Assets provided by the Collateral Manager. ($1.00h) on each UBS shall be an express third party beneficiary of this Indenture for purposes of exercising its right to verify under Section 2.13(a)(ii) above and its right to receive the five (5notice under Sections 2.13(a) consecutive trading days immediately preceding the Determination Date (as defined below);and (vand 2.13(g) the Purchaser need not make any Subsequent Advance unless (1) the Company has executed and delivered a Note under this Agreement evidencing such Advance, (2) the Company has filed with the SEC and delivered to Purchaser a duly prepared prospectus under the Registration Statement registering the Note and Common Stock issuable upon conversion of the Note evidencing such Advance, and (3) the Company shall have reserved for issuance to the Purchaser two times the number of shares of Common Stock issuable upon full conversion of all Notes then outstanding, including any such Note relating to such Advanceabove.

Subsequent Advances. Each Beginning on the eleventh (11th) trading day following the Closing Date of the First Advance, the Company may submit a Put Request for a Subsequent Advance Advance, which shall be in an amount as stated in a Put Request delivered by the Company, paid by the Purchaser at a Closing with respect to each such Advance, provided, however, that (i) the Company shall be under no obligation to make any Put Request at any time; (ii) no Put Request shall exceed $1,000,000500,000; (iii) no more than one Put Request shall be delivered in any one calendar week without the prior consent of Purchaser; (iv) the Purchaser may decline any Put Request and shall not be under any obligation to make any Subsequent Advance unless the closing bid price for the Company’s trading shares on the New York Stock Exchange shall have been equal or greater than one dollar ($1.00) on each of the five (5) consecutive trading days immediately preceding the Determination Date (as defined below);and below); and (v) the Purchaser need not make any Subsequent Advance unless (1) the Company has executed and delivered a Note under this Agreement evidencing such Advance, (2) the Company has filed with the SEC and delivered to Purchaser a duly prepared prospectus under the Registration Statement registering the Note and Common Stock issuable upon conversion of the Note evidencing such Advance, and (3) the Company shall have reserved for issuance to the Purchaser two times the number of shares of Common Stock issuable upon full conversion of all Notes then outstanding, including any such Note relating to such AdvanceAdvance and (4) the Company has yet to issue, pursuant to conversions of Notes issued pursuant to this Agreement, a number of shares in excess of the 17.99% of total issued and outstanding shares of Common Stock as of the date of this Agreement, unless the Exchange Cap (as defined under the Note) ceases to apply upon receipt of the requisite shareholder approval.

Subsequent Advances. Each (i) Subsequent Advances under the Note will be made only upon the satisfaction of all of the following conditions: (A) The Company shall deliver a Draw Notice to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the amount requested pursuant to such Draw Notice, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Notice. (D) On the date of such Draw Notice, the Company shall have complied with and shall be in an compliance with all covenants of the Company in this Agreement. (E) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as stated the Company requires (in a Put Request delivered by combination with any amounts requested pursuant to the Companyaccompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, paid by that the Purchaser at a Closing with respect Investor shall be deemed to each have approved any such Advancestrategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that (i) the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall be under no obligation have reached a written agreement with respect to make any Put Request at any time; the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) no Put Request Each Advance (including any Initial Advance made at Closing) shall exceed $1,000,000; (iii) no more than one Put Request shall be delivered in any one calendar week without reduce the prior consent amount available for Subsequent Advances under the Note by the amount of Purchaser; (iv) the Purchaser may decline any Put Request and shall not be under any obligation to make any Subsequent Advance unless the closing bid price for the Company’s trading shares on the New York Stock Exchange shall have been equal or greater than one dollar ($1.00) on each of the five (5) consecutive trading days immediately preceding the Determination Date (as defined below);and (v) the Purchaser need not make any Subsequent Advance unless (1) the Company has executed and delivered a Note under this Agreement evidencing such Advance, (2) such that the Company has filed with the SEC and delivered to Purchaser a duly prepared prospectus aggregate amount of all Advances made under the Registration Statement registering Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note and Common Stock issuable upon conversion shall not reinstate any amount available for Draws under the Note, except that amounts of the Note evidencing such Advance, Initial Advance which are repaid when due shall be reinstated and (3) available for Draws under the Company shall have reserved for issuance to the Purchaser two times the number of shares of Common Stock issuable upon full conversion of all Notes then outstanding, including any such Note relating to such AdvanceNote.