Common use of The VFCs Clause in Contracts

The VFCs. (a) On the terms and conditions set forth in the Agreement, Seller delivered to the Administrative Agent at its address set forth on the signature pages of this Agreement (for the benefit of the applicable Purchaser thereof) on the Restatement Date, a duly executed variable funding certificate (each such certificate, a “VFC” or “Class A VFC”), in substantially the form of Exhibit B. Each VFC shall evidence an undivided ownership interest (and the Seller does hereby sell, transfer, assign and convey such undivided ownership interest to the Administrative Agent for the benefit of the Purchasers) in the Collateral purchased by a Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFC on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue, and each VFC shall be payable, as described herein; provided that the aggregate amount outstanding under (i) all Class A VFCs at any one time shall not exceed the Facility Amount. (b) On the terms and conditions hereinafter set forth, from the Closing Date to, but excluding the Termination Date (the Seller acknowledging that the Termination Date has occurred), the Seller may, at its option, request advances of funds under the Class A VFCs (each, a “Class A Advance”) and the Issuers may, in their sole discretion, fund such Class A Advance ratably in accordance with their Issuer Purchase Limits (or in such other proportion as the Issuers may mutually agree), and if the Issuers do not fund the entire amount of such Class A Advance, the Liquidity Banks shall fund, ratably in accordance with their Class A Commitments, any portion of such Class A Advance not funded by the Issuers; provided that in no event shall the Class A Purchasers make any Class A Advance if, after giving effect to such Class A Advance, the aggregate Class A Advances Outstanding hereunder would exceed the lesser of (x) the Class A Facility Amount, or (y) the Maximum Availability. Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, (i) no Issuer shall fund any Class A Advance at any time if, after giving effect thereto, the outstanding principal amount of Class A Advances funded by such Issuer would exceed such Issuer’s Issuer Purchase Limit, and (ii) no Liquidity Bank shall be obligated to provide the Administrative Agent or the Seller with aggregate funds in connection with a Class A Advance that would exceed such Liquidity Bank’s Class A Commitment then in effect. Each Class A Advance made by the Class A Purchasers hereunder is subject to the interests of the Hedge Counterparties under Section 2.9(a)(1) and Section 2.10(a)(1) of this Agreement. (c) Notwithstanding the foregoing or anything in this Agreement or any other Transaction Document to the contrary, (i) nothing contained in this Agreement or any other Transaction Document shall constitute a commitment by any Issuer to fund any Advance and (ii) the Issuers shall not be liable to make any payments under this Agreement or any other Transaction Document (all liability with respect to which shall be an obligation of the Liquidity Banks or the Administrative Agent). (d) [Intentionally Omitted.] (e) [Intentionally Omitted.] (f) Notwithstanding anything to the contrary contained herein, this Agreement and the Class A VFCs to be issued thereunder shall constitute a single revolving debt facility with a single maturity and Seller shall not take any action under the Agreement that would cause Seller to have outstanding one or more debt obligations with two or more maturities hereunder. For purposes of this section, debt obligations have “two or more maturities” if they have different stated maturities or if the holders of the debt obligations possess different rights concerning the acceleration of or delay in the maturities of the obligations.