Customer Loans. Neither ACE nor the Stockholders have any knowledge or any grounds to believe that any customer loan or other obligation on which ACE is contingently liable as endorser, co-maker or otherwise is in default or that default is pending or threatened.
Customer Loans. (a) Subject to the terms and conditions hereof, each Customer Lender severally agrees to make revolving credit loans ("Customer Loans") to the Borrower from time to time during the Customer Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender's Customer Commitment. During the Customer Commitment Period the Borrower may use the Customer Commitments by borrowing, prepaying the Customer Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Customer Loans shall be made as Base Rate Loans only.
Customer Loans. All currently outstanding loans of, or current extensions of credit by, the Company to customers of the Company (individually, a “Customer Loan,” and collectively, the “Customer Loans”) are adequately documented and, to the Knowledge of the Company, each note evidencing a Customer Loan, or loan or credit agreement or security instrument related to the Customer Loans constitutes a valid, legal and binding obligation of the customer thereunder, enforceable in accordance with the terms thereof, except where the failure thereof would not, individually or in the aggregate, have a Material Adverse Effect. There are no oral modifications or amendments or additional agreements related to the Customer Loans that are not reflected in the Company’s records, no claims of defense as to the enforcement of any Customer Loan has been asserted, and the Company is aware of no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense, except where any of the foregoing would not have, either individually or in the aggregate, a Material Adverse Effect. The Company currently maintains an allowance for loan losses allocable to the Customer Loans which complies with applicable loan loss reserve requirements established in accordance with GAAP. Except as disclosed in Schedule 3.21, none of the Customer Loans are presently serviced by third parties, and there is no obligation which could result in any Customer Loan becoming subject any third-party servicing.
Customer Loans. At Closing, Seller will assign and convey to Buyer (or one or more of Buyer’s wholly owned subsidiaries), and Buyer (or one or more of Buyer’s wholly owned subsidiaries) shall assume and purchase from Seller, all of Seller’s rights, title and interest in the customer notes and related collateral documents set forth on Schedule 2.2(l) (the “Customer Loans”) in accordance with assignment documents in form and substance mutually satisfactory to Seller and Buyer. At least ten (10) days prior to Closing, Seller and Buyer shall mutually agree on the then-applicable unamortized balance of the Customer Loans as of the Closing Date (the “Customer Loan Balance”).
Customer Loans. Xxxx Propulsion B.V. has granted the loans to customers as included in Schedule 10.4. Any repayment on these loans (including interest payments and profit sharing arrangements such as included in article 7 of the Samenweringsovereenkomst “Inruilgarantie Xxxxx Xxxxx” dated 21 April 2017), by these customers actually received in cash, in kind, by means of set-off by or otherwise paid to Xxxx Propulsion B.V. shall be forthwith paid in cash by Xxxx Propulsion B.V. to the Seller. The Purchaser shall ensure that Xxxx Propulsion B.V. shall satisfy this obligation. In addition to the information provision included in Clause 10.1.1, Purchaser or the relevant Group Company shall, upon a written request thereto by Seller, inform Seller promptly on the relevant requested information regarding the (repayment of) the customer loans.
Customer Loans. The underlying agreements will reside on the Borrower’s paper and systems. There will only be one facility between the Borrower and Conister. The underlying agreements will be assigned against the Wholesale Funding Agreement (WFA) facility to Conister. Security over assets and the collections account A collection account will be set up jointly between the Borrower and Conister with a legal charge over the account by Conister. All direct debits for the underlying loans are expected to be called into this collection account and this must be segregated from opex accounts. Conister will also expect to take a debenture/ charge over the company’s assets. Repayment reserve At all times a minimum of 3% up to 10% of the principle amount borrowed will need to be included within an account held with Conister. Interest only repayments with capital payment on expiry/termination of loan The key feature of this product is that the Borrower will only make interest repayments during the term of the loan and repay the capital element as the term ends (termination date). This allows a potential Borrower greater liquidity during the term of the facility. Borrowing base schedules Conister will fund the full advance of the debt, as long as the gross receivable is 125%-300% of the advance. A security over the underlying agreements will be taken; this fundamentally means that on drawdown of the facility the underlying agreements will be assigned to Conister. This percentage can vary between 125%-300% and is based on gross receivables. Precedent documents The Borrower will be requested to provide a number of satisfactory documents to Conister which constitutes the precedent conditions to be met before the agreement goes live. Audits and pre-lend audit A pre-lend audit will be undertaken by an independent firm during the on boarding process which entails a review of the Borrower’s processes. Quarterly audits will be carried out through both remote and site visits. This will look at all aspects of the Borrower but focus on a review of underlying agreements, regulatory compliance and financial performance. Collateral report/compliance certificate and borrowing base schedule These reports and schedules are how Conister will review and monitor information regularly in respect of the Borrower, and looks at underlying loans and financial/borrowing base covenants. The WFA facility has a number of reports that are expected to be sent to Conister on a regular basis to ensure that the Borrow...
Customer Loans. The underlying agreements will reside on the Borrower’s paper and systems. There will only be one facility between the Borrower and Conister. The underlying agreements will be assigned against the Block facility to Conister on each drawdown. Security over assets Conister will also expect to take a floating charge over the Borrower’s assets. On each drawdown underlying assets will be secured and assigned to Conister through a deed of assignment. Capital and Interest payment The key feature of this product is that the Borrower will make capital and interest repayments during the term of the loan (maximum 5 years). Security cover ratio Conister will fund a percentage of the advance of the debt, and will expect a security cover ratio of between 125%-300% of the gross receivables on drawdown. Replacement paper If the underlying agreements that are assigned by the Borrower go into arrears/default, then this can be replaced by further loans (unencumbered assets) which will be assigned to Conister. Therefore, allowing the Borrower to always meet the covenants agreed of 125%-300% asset cover.
Customer Loans
