(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 shall be
irrevocable when delivered; provided however, that if the Borrowing Base
calculation delivered pursuant to
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clause (ii) above includes a Loan which does not become a Transferred Loan on or
before the applicable Funding Date as anticipated, and the Borrower cannot
otherwise make the representations required pursuant to clause (i) above, the
Borrower shall revise the Funding Request accordingly, and shall pay any loss,
cost or expense incurred by any Lender in connection with the broken funding
evidenced by such revised Funding Request.
(L)
TO INSERT THE FOLLOWING SECTION 2.15 IN THE CREDIT AGREEMENT IN
APPROPRIATE NUMERIC ORDER THEREIN:
Section 2.15
Pending Account.
(a)
The Borrower or the Servicer on its behalf shall cause to be established,
on or before the Closing Date, and maintained in the name of the Borrower and
assigned to the Administrative Agent as agent for the Secured Parties, with an
office or branch of a depository institution or trust company organized under
the laws of the United States or any one of the States thereof or the District
of Columbia (or any domestic branch of a foreign bank) a segregated corporate
trust account (the "Pending Account") for the purpose of receiving proceeds of
Advances and funding purchases of Eligible Loans.
(b)
Funds deposited in the Pending Account shall be used to purchase Eligible
Loans within 3 Business Days of deposit.
Any funds not used within such 3
Business Day period shall, unless otherwise approved by the Administrative Agent
in its sole discretion, be used to make a prepayment of the Advances Outstanding
pursuant to Section 2.3(b).
Notice of such prepayment shall be given on the
Business Day immediately succeeding the expiration of such 3 Business Day
period, and such prepayment shall take place on the earliest possible Business
Day following such notice.
(M)
TO AMEND SECTION 11.1(A)(II)(A) OF THE CREDIT AGREEMENT TO DELETE
THE WORDS "(A) TO ANY OTHER ISSUER OF COMMERCIAL PAPER NOTES SPONSORED OR
ADMINISTERED BY THE MANAGING AGENT OF SUCH CP LENDER'S LENDER GROUP" AND
SUBSTITUTE "(A) TO ANY OTHER ISSUER OF COMMERCIAL PAPER NOTES SPONSORED OR
ADMINISTERED BY THE MANAGING AGENT OF SUCH CP LENDER'S LENDER GROUP (OR, IN THE
CASE OF THE LENDER GROUP FOR WHICH KEYBANK, NATIONAL ASSOCIATION ACTS AS
MANAGING AGENT, TO ANY OTHER ISSUER OF COMMERCIAL PAPER NOTES SPONSORED OR
ADMINISTERED BY SUCH MANAGING AGENT OR FOR WHICH LIBERTY HAMPSHIRE COMPANY, LLC
PROVIDES SERVICES)" THEREFOR
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(N)
EXHIBIT N OF THE CREDIT AGREEMENT IS HEREBY DELETED IN ITS
ENTIRETY, AND EXHIBIT N ATTACHED HERETO SUBSITUTED THEREFOR.
SECTION 2.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS AND
WARRANTS TO EACH OF THE OTHER PARTIES HERETO, THAT:
(A)
THIS AMENDMENT CONSTITUTES ITS LEGAL, VALID AND BINDING
OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS; AND
(B)
ON THE DATE HEREOF, BEFORE AND AFTER