Credit Accommodations, Borrowing Base Certificates. (a) Lender may make Credit Accommodations to a Borrower only if it has received an Export-Related Borrowing Base Certificate from such Borrower as frequently as Lender customarily requires such certificates from similar borrowers on its own account and risk, but at least covering the most recently ended month prior to Borrower’s request for a Credit Accommodation, provided that Lender has verified the presence of Eligible Export Related Accounts Receivables and Eligible Export-Related Inventory on the Export-Related Borrowing Base Certificate, such as by a sampling or other process Lender puts in place, and so long as any Credit Accommodations are outstanding under the Loan Facility, Lender shall have received an Export-Related Borrowing Base Certificate from Borrower at least once each month, or daily electronic reporting reconciled monthly, along with: (i) a copy of the Export Order(s) (or, for a Revolving Loan Facility, a written summary of the Export Orders) when the Export-Related Borrowing Base is supported by Export-Related Inventory or Export-Related Overseas Inventory, and (ii) an Accounts Receivables Aging Report when the Export-Related Borrowing Base is supported by Export-Related Accounts Receivable or Export-Related Overseas Accounts Receivable. In the event that no Credit Accommodation is outstanding under the Loan Facility in a given month, Lender may elect not to require submission of an Export-Related Borrowing Base Certificate from the Borrower that month. (b) Without limiting Lender's Obligations hereunder, including its obligation to perform field examinations, Lender may rely upon the Export-Related Borrowing Base Certificates provided in accordance with (a) above in determining Availability unless it has actual knowledge that the Export-Related Borrowing Base Certificate is incorrect or contains a fraudulent representation. (c) Notwithstanding anything to the contrary in this Agreement, Lender shall not at any time provide a Credit Accommodation to a Borrower: (i) after the applicable Final Disbursement Date; (ii) following the occurrence of an Event of Default with respect to the applicable Loan Facility unless with EXIM Bank written approval; (iii) if Lender has actual knowledge that the Credit Accommodation has been or will be used in a manner prohibited by the applicable Borrower Agreement; (iv) if Lender has actual knowledge that no outstanding Export Orders or Eligible Export-Related Accounts Receivable exist with respect to such Borrower; (v) if Lender has not obtained an Export-Related Borrowing Base Certificate within the timeframe specified in the first sentence of subclause (a) above that substantiates Availability prior to issuance of such Credit Accommodation; or (vi) if Lender has actual knowledge that any applicable Special Conditions or modifications and waivers of Lender Obligations were not satisfied on or prior to the Effective Date and such subsequent date that a Credit Accommodation is requested. In the event that Lender makes Credit Accommodations available to a Borrower following the occurrence of any event in this subsection (c), the Guarantee set forth in this Agreement shall be null and void with respect to such Credit Accommodations. (d) For Revolving Loan Facilities (other than Transaction Specific Revolving Loan Facilities), unless otherwise approved in writing by EXIM Bank, if Lender has actual knowledge that the sum of the outstanding amount of Disbursements and the undrawn amount of outstanding Commercial Letters of Credit that is supported by the sum of such Borrower's Eligible Export-Related Inventory and Eligible Export-Related Overseas Inventory (discounted by the relevant Advance Rate percentages) in the Export-Related Borrowing Base at any time exceeds seventy-five percent (75%) of the sum of the total outstanding amount of Disbursements and the undrawn amount of all outstanding Commercial Letters of Credit, Lender shall promptly make written demand on such Borrower to either (i) furnish additional non- Inventory Collateral to Lender, in form and amount satisfactory to Lender and EXIM Bank, or
Appears in 1 contract
Samples: Master Guarantee Agreement
Credit Accommodations, Borrowing Base Certificates. (a) Lender may make Credit Accommodations to a Borrower only if it has received (i) an Export-Related Borrowing Base Certificate from such Borrower as frequently as Lender customarily requires such certificates from similar borrowers on its own account and risk, but at least covering within the most recently ended month prior to Borrower’s request for month, (ii) copies of Invoices (and accompanying Bills of Lading) or, if permitted by Lender, a Credit Accommodation, provided that Lender has verified written summary of the presence Invoices and corresponding Bills of Eligible Export Related Accounts Receivables and Eligible Export-Related Inventory on Lading supporting the Export-Related Relate Borrowing Base CertificateBase, (ii) Borrower’s Certificates corresponding to all such as by a sampling or other process Lender puts in placeInvoices, and (iii) an Accounts Receivable Aging Report for the preceding month. In addition, so long as there are any Credit Accommodations are outstanding under the Loan Facility, Borrower shall deliver to Lender shall have received an items (i) – (iii) above at least once each month. Daily electronic reporting reconciled monthly may substitute for monthly Export-Related Borrowing Base Certificate from Borrower at least once each month, or daily electronic reporting reconciled monthly, along with:
(i) a copy of the Export Order(s) (or, for a Revolving Loan Facility, a written summary of the Export Orders) when the Export-Related Borrowing Base is supported by Export-Related Inventory or Export-Related Overseas Inventory, and
(ii) an Accounts Receivables Aging Report when the Export-Related Borrowing Base is supported by Export-Related Accounts Receivable or Export-Related Overseas Accounts Receivable. In the event that no Credit Accommodation is outstanding under the Loan Facility in a given month, Lender may elect not to require submission of an Export-Related Borrowing Base Certificate from the Borrower that monthCertificates.
(b) Without limiting Lender's Obligations hereunder, including its obligation to perform field examinations, Lender may rely upon the Export-Related Borrowing Base Certificates provided in accordance with (a) above in determining Availability credit availability under the Export-Related Borrowing Base unless it has actual knowledge that the Export-Related Borrowing Base Certificate is incorrect or contains a fraudulent representation.
(c) Notwithstanding anything to the contrary in this Agreement, Lender shall not at any time provide a Credit Accommodation to a Borrower:
(i) after the applicable Final Disbursement Date;
(ii) following the occurrence of an Event of Default with respect to the applicable Loan Facility unless with EXIM Ex-Im Bank written approval;
(iii) if Lender has actual knowledge that the Credit Accommodation has been or will be used in a manner prohibited by the applicable Borrower Agreement;
(iv) if Lender has actual knowledge that no outstanding Export Orders or Eligible Export-Related Accounts Receivable exist with respect to such Borrower;
(v) if Lender has not obtained an Export-Related Borrowing Base Certificate within the timeframe specified in the first sentence of subclause (a) above that substantiates Availability credit availability prior to issuance of such Credit Accommodation; or
(vi) if Lender has actual knowledge that any applicable Special Conditions or modifications and waivers of Lender Obligations were not satisfied on or prior to the Effective Date and such subsequent date that a Credit Accommodation is requested. In the event that Lender makes Credit Accommodations available to a Borrower following the occurrence of any event in this subsection (c), the Guarantee set forth in this Agreement shall be null and void with respect to such Credit Accommodations.
(d) For Revolving Loan Facilities (other than Transaction Specific Revolving Loan Facilities), unless otherwise approved in writing by EXIM BankExcept for Permitted Overadvances, if Lender has actual knowledge that the sum of the outstanding amount of Disbursements and the undrawn amount of outstanding Commercial Letters of Credit that is supported by the sum of such Borrower's Eligible Export-Related Inventory and Eligible Export-Related Overseas Inventory (discounted by the relevant Advance Rate percentages) in the applicable Export-Related Borrowing Base is at any time exceeds seventy-five percent (75%) of less than the sum of the total aggregate outstanding amount of Disbursements and the undrawn amount of all outstanding Commercial Letters of CreditCredit Accommodations, Lender shall promptly make written demand on such the applicable Borrower to either (i) furnish additional non- Inventory Collateral to LenderLender as security for the Loan Facility Obligations, in form and amount satisfactory to Lender and EXIM Ex-Im Bank, oror (ii) pay to Lender an amount equal to the difference between the aggregate outstanding amount of Credit Accommodations and the Export-Related Borrowing Base with respect to such Borrower. If the initial demand is not made in writing and compliance is not met within a reasonable period of time, Lender shall follow up with a written demand.
(e) If Lender has actual knowledge that the conditions of Section 4.11(g) are at any time not being met, Lender shall promptly make demand on Borrower to either (i) furnish additional Collateral to Lender that is not Eligible Export-Related Overseas Accounts Receivable, in form and amount satisfactory to Lender and Ex-Im Bank, or (ii) remove from the Export-Related Borrowing Base the portion of Eligible Export-Related Overseas Accounts Receivable that supports greater than fifty percent (50%) of the Export-Related Borrowing Base. If the initial demand is not made in writing and compliance is not met within a reasonable period of time, Lender shall follow up with a written demand. If Borrower has not complied with (i) or (ii) above within thirty (30) days following Lender’s initial demand, Lender shall remove from the Export-Related Borrowing Base the portion of Eligible Export-Related Overseas Accounts Receivable that supports greater than fifty percent (50%) of the Export-Related Borrowing Base even if such action immediately requires Lender to make demand on Borrower in accordance with 4.06(d).
Appears in 1 contract
Samples: Master Guarantee Agreement
Credit Accommodations, Borrowing Base Certificates. (a) Lender may make Credit Accommodations to a Borrower only if it has received an Export-Related Borrowing Base Certificate from such Borrower as frequently as Lender customarily requires such certificates from similar borrowers on its own account and risk, but at least covering within the most recently ended prior month prior to Borrower’s request for a Credit Accommodation, provided that Lender has verified the presence of Eligible Export Related Accounts Receivables and Eligible Export-Related Inventory on the Export-Related Borrowing Base Certificate, such as by a sampling or other process Lender puts in place, and so long as any Credit Accommodations are outstanding under the Loan Facility, Lender shall have received an Export-Related Borrowing Base Certificate from Borrower at least once each month, or daily electronic reporting reconciled monthly, along with:
(i) a copy of the Export Order(s) (or, for a Revolving Loan Facility, a written summary of the Export Orders) when the Export-Related Borrowing Base is supported by Export-Related Inventory or Export-Related Overseas Inventory, and
(ii) and an Accounts Receivables Aging Report when the Export-Related Borrowing Base is supported by Export-Export- Related Accounts Receivable or Export-Related Overseas Accounts Receivable. In the event that no addition, so long as there are any Credit Accommodation is Accommodations outstanding under the Loan Facility in a given monthFacility, Borrower shall deliver to Lender may elect not to require submission of an Export-Related Borrowing Base Certificate from at least once each month with the Borrower that monthaccompanying Export Orders (or summary of Export Orders) or Accounts Receivable Aging Report, as applicable. Daily electronic reporting reconciled monthly may substitute for monthly Export-Related Borrowing Base Certificates.
(b) Without limiting Lender's Obligations hereunder, including its obligation to perform field examinations, Lender may rely upon the Export-Related Borrowing Base Certificates provided in accordance with (a) above in determining Availability credit availability under the Export-Related Borrowing Base unless it has actual knowledge that the Export-Related Borrowing Base Certificate is incorrect or contains a fraudulent representation.
(c) Notwithstanding anything to the contrary in this Agreement, Lender shall not at any time provide a Credit Accommodation to a Borrower:
(i) after the applicable Final Disbursement Date;
(ii) following the occurrence of an Event of Default with respect to the applicable Loan Facility unless with EXIM Ex-Im Bank written approval;
(iii) if Lender has actual knowledge that the Credit Accommodation has been or will be used in a manner prohibited by the applicable Borrower Agreement;
(iv) if Lender has actual knowledge that no outstanding Export Orders or Eligible Export-Related Accounts Receivable exist with respect to such Borrower;
(v) if Lender has not obtained an Export-Related Borrowing Base Certificate within the timeframe specified in the first sentence of subclause (a) above that substantiates Availability credit availability prior to issuance of such Credit Accommodation; or
(vi) if Lender has actual knowledge that any applicable Special Conditions or modifications and waivers of Lender Obligations were not satisfied on or prior to the Effective Date and such subsequent date that a Credit Accommodation is requested. In the event that Lender makes Credit Accommodations available to a Borrower following the occurrence of any event in this subsection (c), the Guarantee set forth in this Agreement shall be null and void with respect to such Credit Accommodations.
(d) For Revolving Loan Facilities (other than Transaction Specific Revolving Loan Facilities), unless otherwise approved in writing by EXIM Ex-Im Bank, if Lender has actual knowledge that the sum of the outstanding amount of Disbursements and the undrawn amount of outstanding Commercial Letters of Credit that is supported by the sum of such Borrower's Eligible Export-Related Inventory and Eligible Export-Related Overseas Inventory (discounted by the relevant Advance Rate percentages) in the Export-Related Borrowing Base at any time exceeds seventy-five sixty percent (7560%) of the sum of the total outstanding amount of Disbursements and the undrawn amount of all outstanding Commercial Letters of Credit, Lender shall promptly make written demand on such Borrower to either (i) furnish additional non- non-Inventory Collateral to Lender, in form and amount satisfactory to Lender and EXIM Ex-Im Bank, oror (ii) pay down a portion of the outstanding Disbursements or (iii) reduce the undrawn amount of outstanding Commercial Letters of Credit such that the above described ratio is not exceeded. If the initial demand is not made in writing and compliance is not met within a reasonable period of time, Lender shall follow up with a written demand. If Borrower has not complied with (i), (ii) or (iii) above within thirty (30) days following Lender’s initial demand, Lender shall remove from the Export-Related Borrowing Base an amount of Inventory that enables such Borrower's Eligible Export-Related Inventory and Eligible Export-Related Overseas Inventory to support no more than sixty (60%) percent of the sum of the total outstanding Disbursements and the undrawn amount of all outstanding Commercial Letters of Credit, even if such action immediately requires Lender to make demand on Borrower in accordance with 4.06(e) below.
(e) Except for Permitted Overadvances, if Lender has actual knowledge that the applicable Export-Related Borrowing Base is at any time less than the aggregate outstanding amount of Disbursements, Lender shall promptly make demand on the applicable Borrower to either (i) furnish additional Collateral to Lender as security for the Loan Facility Obligations, in form and amount satisfactory to Lender and Ex-Im Bank, or (ii) pay to Lender an amount equal to the difference between the aggregate outstanding amount of Disbursements and the Export- Related Borrowing Base with respect to such Borrower. If the initial demand is not made in writing and compliance is not met within a reasonable period of time, Lender shall follow up with a written demand.
(f) If Lender has actual knowledge that the conditions of Section 4.16(g) are at any time not being met, Lender shall promptly make demand on Borrower to either (i) furnish additional Collateral to Lender that is not Eligible Export-Related Overseas Accounts Receivable or Eligible Export-Related Overseas Inventory, in form and amount satisfactory to Lender and Ex-Im Bank, or (ii) remove from the Export-Related Borrowing Base the portion of Eligible Export- Related Overseas Accounts Receivable or Eligible Export-Related Overseas Inventory that supports greater than fifty percent (50%) of the Export-Related Borrowing Base. If the initial demand is not made in writing and compliance is not met within a reasonable period of time, Lender shall follow up with a written demand. If Borrower has not complied with (i) or (ii) above within thirty (30) days following Lender’s initial demand, Lender shall remove from the Export-Related Borrowing Base the portion of Eligible Export-Related Overseas Accounts Receivable or Eligible Export-Related Overseas Inventory that supports greater than fifty percent (50%) of the Export-Related Borrowing Base even if such action immediately requires Lender to make demand on Borrower in accordance with 4.06(e).
Appears in 1 contract
Samples: Master Guarantee Agreement
Credit Accommodations, Borrowing Base Certificates.
(a) Lender may make Credit Accommodations to a Borrower only if it has received an Export-Related Borrowing Base Certificate from such Borrower as frequently as Lender customarily requires such certificates from similar borrowers on its own account and risk, but at least covering the most recently ended month prior to Borrower’s request for a Credit Accommodation, provided that Lender has verified the presence of Eligible Export Related Accounts Receivables and Eligible Export-Related Inventory on the Export-Related Borrowing Base Certificate, such as by a sampling or other process Lender puts in place, and so long as any Credit Accommodations are outstanding under the Loan Facility, Lender shall have received an Export-Related Borrowing Base Certificate from Borrower at least once each month, or daily electronic reporting reconciled monthly, along with:
(i) a copy of the Export Order(s) (or, for a Revolving Loan Facility, a written summary of the Export Orders) when the Export-Related Borrowing Base is supported by Export-Related Inventory or Export-Related Overseas Inventory, and
(ii) an Accounts Receivables Aging Report when the Export-Related Borrowing Base is supported by Export-Related Accounts Receivable or Export-Related Overseas Accounts Receivable. In the event that no Credit Accommodation is outstanding under the Loan Facility in a given month, Lender may elect not to require submission of an Export-Related Borrowing Base Certificate from the Borrower that month.
(b) Without limiting Lender's Obligations hereunder, including its obligation to perform field examinations, Lender may rely upon the Export-Related Borrowing Base Certificates provided in accordance with (a) above in determining Availability unless it has actual knowledge that the Export-Related Borrowing Base Certificate is incorrect or contains a fraudulent representation.
(c) Notwithstanding anything to the contrary in this Agreement, Lender shall not at any time provide a Credit Accommodation to a Borrower:
(i) after the applicable Final Disbursement Date;
(ii) following the occurrence of an Event of Default with respect to the applicable Loan Facility unless with EXIM Bank written approval;
(iii) if Lender has actual knowledge that the Credit Accommodation has been or will be used in a manner prohibited by the applicable Borrower Agreement;
(iv) if Lender has actual knowledge that no outstanding Export Orders or Eligible Export-Related Accounts Receivable exist with respect to such Borrower;
(v) if Lender has not obtained an Export-Related Borrowing Base Certificate within the timeframe specified in the first sentence of subclause (a) above that substantiates Availability prior to issuance of such Credit Accommodation; or
(vi) if Lender has actual knowledge that any applicable Special Conditions or modifications and waivers of Lender Obligations were not satisfied on or prior to the Effective Date and such subsequent date that a Credit Accommodation is requested. In the event that Lender makes Credit Accommodations available to a Borrower following the occurrence of any event in this subsection (c), the Guarantee set forth in this Agreement shall be null and void with respect to such Credit Accommodations.
(d) For Revolving Loan Facilities (other than Transaction Specific Revolving Loan Facilities), unless otherwise approved in writing by EXIM Bank, if Lender has actual knowledge that the sum of the outstanding amount of Disbursements and the undrawn amount of outstanding Commercial Letters of Credit that is supported by the sum of such Borrower's Eligible Export-Related Inventory and Eligible Export-Related Overseas Inventory (discounted by the relevant Advance Rate percentages) in the Export-Related Borrowing Base at any time exceeds seventy-five percent (75%) of the sum of the total outstanding amount of Disbursements and the undrawn amount of all outstanding Commercial Letters of Credit, Lender shall promptly make written demand on such Borrower to either (i) furnish additional non- non-Inventory Collateral to Lender, in form and amount satisfactory to Lender and EXIM Bank, or (ii) pay down a portion of the outstanding Disbursements or (iii) reduce the undrawn amount of outstanding Commercial Letters of Credit such that the above described ratio is not exceeded. If Borrower has not complied with (i), (ii) or (iii) above within thirty (30) days following Lender’s initial demand, Lender shall remove from the Export-Related Borrowing Base an amount of Inventory that enables such Borrower's Eligible Export-Related Inventory and Eligible Export-Related Overseas Inventory to support no more than seventy five percent (75%) of the sum of the total outstanding Disbursements and the undrawn amount of all outstanding Commercial Letters of Credit, even if such action immediately requires Lender to make demand on Borrower in accordance with 4.06(e) below.
(e) Except for Permitted Overadvances, if Lender has actual knowledge that the applicable Export-Related Borrowing Base is at any time less than the aggregate outstanding amount of Disbursements, Lender shall promptly make written demand on the applicable Borrower to either:
(i) furnish additional Collateral to Lender as security for the Loan Facility Obligations, in form and amount satisfactory to Lender and EXIM Bank, or
(ii) pay to Lender an amount equal to the difference between the aggregate outstanding amount of Disbursements and the Export-Related Borrowing Base with respect to such Borrower.
(f) If Lender has actual knowledge that the conditions of Section 4.16(g) are at any time not being met, Lender shall promptly make written demand on Borrower to either:
(i) furnish additional Collateral to Lender that is not Eligible Export-Related Overseas Accounts Receivable or Eligible Export-Related Overseas Inventory, in form and amount satisfactory to Lender and EXIM Bank, or
(ii) remove from the Export-Related Borrowing Base the portion of Eligible Export-Related Overseas Accounts Receivable or Eligible Export-Related Overseas Inventory that supports greater than fifty percent (50%) of the Export-Related Borrowing Base. If Borrower has not complied with (i) or (ii) above within thirty (30) days following Xxxxxx’s initial demand, Lender shall remove from the Export-Related Borrowing Base the portion of Eligible Export- Related Overseas Accounts Receivable or Eligible Export-Related Overseas Inventory that supports greater than fifty percent (50%) of the Export-Related Borrowing Base even if such action immediately requires Lender to make demand on Borrower in accordance with 4.06(e).
Appears in 1 contract
Samples: Master Guarantee Agreement
