Contingent Commitment. In providing funding for the ESWA:
Contingent Commitment. (a) From and after the Closing Date until the earliest to occur of (i) the end of the sixth year following the Closing Date, (ii) a Liquidating Event that results in a change of control of the Company (other than an initial public offering with respect to the Company or any successor to the Company) or (iii) a Separation Event, Subscriber will make capital commitments to each new alternative investment fund sponsored by the Company (an “Alternate Fund”), and the Company shall cause such capital commitments to be accepted, subject to the following and the other provisions of this Section 2.2:
Contingent Commitment. Lender agrees to use commercially reasonable efforts to make additional Advances under the Loan in the amount of its Contingent Commitment set forth on Exhibit B. The Contingent Commitment (or any portion thereof secured by Lender) shall be made available upon Lender entering into one or more Participation Agreements (excluding those executed on or within seven (7) days following the date of this Agreement) with participants willing to provide the amount of the Contingent Commitment. In the event Lender does not enter into Participation Agreements sufficient to fund the Contingent Commitment before Borrower expends $18,690,190 in Equity, Borrower shall contribute such additional Equity as necessary to satisfy the unfunded portion of the Contingent Commitment prior to Lender's initial Advance under the Loan. The Commitment shall include that portion of the Contingent Commitment for which Lender is able to execute Participation Agreements.
Contingent Commitment. Notwithstanding any other provisions of this Agreement, in the event that (l) Lender is unable to procure or receive funding from its customary and usual sources, whether by virtue of a default by Lender under its financing arrangements, the inability or unwillingness of a financial institution to extend credit to Lender, or a disruption in the lending or repurchase market for warehouse loans, mortgage loans or mortgage-backed securities, or (2) any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, or any circumstance affecting the London inter bank market or the repurchase market for mortgage loans or mortgage-backed securities, shall make it unlawful or impractical for Lender to make or maintain Loans as contemplated by this Agreement, then in any such case: (i) any commitment by Lender hereunder to make or maintain Loans as contemplated by this Agreement shall forthwith be terminated, and (ii) Lender's Loans then outstanding shall be due and payable upon the earlier of (x) the date required by any financial institution providing funds to Lender, (y) sale of the Collateral of the Borrower securing such Loans in accordance with the terms of this Agreement and (z) the date as of which Lender determines that so making or maintaining such Loans is infeasible or impractical, in view of Lender's other business requirements and funding priorities. The provisions hereof shall survive the termination of this Agreement and payment of all other Obligations.
Contingent Commitment. Capital Farm Credit, ACA has a DDTL Contingent Commitment equal to $75,000,000.00 and is the sole Lender with a DDTL Contingent Commitment. Such DDTL Contingent Commitment does not represent a binding commitment by Capital Farm Credit, ACA as of the Second Amendment Effective Date and is subject to the conditions and approvals described in the Credit Agreement, as amended by the Second Amendment to Credit Agreement. The Total Credit Exposure Percentages listed above are calculated net of the DDTL Contingent Commitment. If and when the DDTL Facility becomes effective in accordance with the terms set forth in the Credit Agreement, the Lenders’ respective Total Credit Exposures and resulting percentages will automatically adjust to account for same. 42297156v.8 SCHEDULE 11.11
