SHALL CONSTITUTE AN IMPLIED DETERMINATION THAT THE ITEMS ARE
INCOMPLETE OR NOT IN PROPER FORM.
THE BORROWER WILL TAKE SUCH STEPS REQUESTED
BY THE ADMINISTRATIVE AGENT TO CORRECT THE PROBLEM(S).
IN THE EVENT OF A DELAY
IN THE ACTUAL FUNDING DATE DUE TO THE NEED TO CORRECT ANY SUCH PROBLEMS, THE
FUNDING DATE SHALL BE NO EARLIER THAN THREE (3) BUSINESS DAYS AFTER THE DAY ON
WHICH THE ADMINISTRATIVE AGENT CONFIRMS TO THE BORROWER THAT THE PROBLEMS HAVE
BEEN CORRECTED.
FOR AVOIDANCE OF DOUBT RFC SHALL NOT BE OBLIGATED TO MAKE AN
ADVANCE AT ANY TIME (AS DESCRIBED IN SECTION 2.1(A) ABOVE).
WITHOUT LIMITING
THE FOREGOING, (I) RFC MAY, BUT DOES NOT INTEND TO, DURING ANY PEAK CP FUNDING
PERIOD, MAKE ANY ADVANCE FUNDED WITH THE PROCEEDS OF COMMERCIAL PAPER AND
(II) THE BORROWER UNDERSTANDS THAT THE SWINGLINE CREDIT AGREEMENT IS AN
UNCOMMITTED LINE AND THE SWINGLINE LENDER MAY DECLINE TO LEND UNDER THE
SWINGLINE CREDIT AGREEMENT TO FUND ANY ADVANCE DURING THE FOLLOWING PERIODS:
(A) THE LAST THREE BUSINESS DAYS OF ANY CALENDAR MONTH NOT REFERENCED IN CLAUSE
(B) BELOW AND (B) THE LAST FIVE BUSINESS DAYS OF NOVEMBER AND DECEMBER.
(D)
NO LATER THAN 11:00 A.M. (NEW YORK CITY TIME) TWO (2) BUSINESS
DAYS PRIOR TO THE PROPOSED FUNDING DATE (OR, OTHER THAN IN THE CASE OF CLAUSE
(I) BELOW, SUCH SHORTER PERIOD OF TIME OR LATER DATE AS MAY BE AGREED TO BY THE
REQUIRED COMMITTED LENDERS), THE ADMINISTRATIVE AGENT, EACH MANAGING AGENT AND
THE COLLATERAL CUSTODIAN, AS APPLICABLE, SHALL RECEIVE OR SHALL HAVE PREVIOUSLY
RECEIVED THE FOLLOWING:
(I)
A FUNDING REQUEST IN THE FORM OF EXHIBIT A;
(II)
A WIRE DISBURSEMENT AND AUTHORIZATION FORM SHALL BE DELIVERED TO
THE ADMINISTRATIVE AGENT; AND
(III)
A CERTIFICATION SUBSTANTIALLY IN THE FORM OF EXHIBIT H CONCERNING
THE COLLATERAL CUSTODIAN'S RECEIPT OF CERTAIN DOCUMENTATION RELATING TO THE
ELIGIBLE LOAN(S) RELATED TO SUCH ADVANCE SHALL BE DELIVERED TO THE
ADMINISTRATIVE AGENT, WHICH MAY BE DELIVERED EITHER AS A SEPARATE DOCUMENT OR
INCORPORATED IN THE SERVICER REPORT.
(E)
EACH FUNDING REQUEST SHALL SPECIFY THE AGGREGATE AMOUNT OF THE
REQUESTED ADVANCE, WHICH SHALL BE IN AN AMOUNT EQUAL TO AT LEAST $1,000,000.
EACH FUNDING REQUEST SHALL BE ACCOMPANIED BY (I) A BORROWER NOTICE, DEPICTING
THE OUTSTANDING AMOUNT OF ADVANCES UNDER THIS AGREEMENT AND REPRESENTING THAT
ALL CONDITIONS PRECEDENT FOR A FUNDING HAVE BEEN MET, INCLUDING A REPRESENTATION
BY THE BORROWER THAT THE REQUESTED ADVANCE SHALL NOT, ON THE FUNDING DATE
THEREOF, EXCEED THE AVAILABILITY ON SUCH DAY, (II) A CALCULATION OF THE
BORROWING BASE AS OF THE APPLICABLE FUNDING DATE (WHICH CALCULATION MAY, FOR
AVOIDANCE OF DOUBT, TAKE INTO ACCOUNT (I) LOANS WHICH WILL BECOME TRANSFERRED
LOANS ON OR PRIOR TO SUCH FUNDING DATE AND (II) ANY PORTION OF SUCH ADVANCE
WHICH IS TO BE DEPOSITED IN THE PENDING ACCOUNT AT FUNDING), (III) AN UPDATED
LOAN LIST INCLUDING EACH LOAN THAT IS SUBJECT TO THE REQUESTED ADVANCE, (IV) THE
PROPOSED FUNDING DATE, AND (V) WIRE TRANSFER INSTRUCTIONS FOR THE ADVANCE.
A
FUNDING REQUEST