Cut-Off Date Aggregate Principal Balance The Cut-Off Date Aggregate Principal Balance is $ 350,274,594.21.
Optional Principal Payments 8 Method of Selecting Types and Interest Periods for New Advances..........................................12 2.9 Conversion and Continuation of Outstanding Advances......................................................12 2.10 Changes in Interest Rate, etc...........................................................................12 2.11
Principal Payment The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;
Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including these notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.
Funding Date (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent:
(a) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement.
(b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be).
(c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made).
(d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document.
(e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.
Original Class B Principal Balance The Original Class B Principal Balance is $12,006,549.92.
Expected Amortization Schedule for Principal Unless an Event of Default shall have occurred and be continuing on each Payment Date, the Indenture Trustee shall distribute to the Holders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) of the Indenture as principal, in the following order and priority: (1) to the holders of the Tranche A-1 Recovery Bonds, until the Outstanding Amount of such Tranche of Recovery Bonds thereof has been reduced to zero; (2) to the holders of the Tranche A-2 Recovery Bonds, until the Outstanding Amount of such Tranche of Recovery Bonds thereof has been reduced to zero; (3) to the holders of the Tranche A-3 Recovery Bonds, until the Outstanding Amount of such Tranche of Recovery Bonds thereof has been reduced to zero; provided, however, that in no event shall a principal payment pursuant to this Section 3(c) on any Tranche on a Payment Date be greater than the amount necessary to reduce the Outstanding Amount of such Tranche of Recovery Bonds to the amount specified in the Expected Amortization Schedule set forth on Schedule A hereto for such Tranche and Payment Date.
Principal Payments (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date.
(b) Except as otherwise provided in Section 3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time.
(c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:
(1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded.
(2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion.
(3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9.
(4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more.
(5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.
(6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan.
(7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan.
Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.
Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date".
b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.
