DESCRIPTION OF COLLATERAL Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.
General Application The rules set forth below in this Article VI shall apply for the purpose of determining each Member’s allocable share of the items of income, gain, loss and expense of the Company comprising Net Income or Net Loss of the Company for each Fiscal Year, determining special allocations of other items of income, gain, loss and expense, and adjusting the balance of each Member’s Capital Account to reflect the aforementioned general and special allocations. For each Fiscal Year, the special allocations in Section 6.3 shall be made immediately prior to the general allocations of Section 6.2.
Description of Notes Closing Date August 18, 2015 Initial Note A-1-S1 Principal Balance $75,720,000.00 Initial Note A-1-S2 Principal Balance $75,720,000.00 Initial Note A-1-S3 Principal Balance $75,720,000.00 Initial Note A-2-S1 Principal Balance $33,127,500.00 Initial Note A-2-S2 Principal Balance $33,127,500.00 Initial Note A-2-S3 Principal Balance $33,127,500.00 Initial Note A-3-S1 Principal Balance $23,662,500.00 Initial Note A-3-S2 Principal Balance $23,662,500.00 Initial Note A-3-S3 Principal Balance $23,662,500.00 Initial Note A-1-C1 Principal Balance $70,000,000.00 Initial Note A-1-C2 Principal Balance $70,000,000.00 Initial Note A-1-C3 Principal Balance $69,600,000.00 Initial Note A-2-C1 Principal Balance $50,000,000.00 Initial Note A-2-C2 Principal Balance $41,700,000.00 Initial Note A-3-C1 Principal Balance $35,000,000.00 Initial Note A-3-C2 Principal Balance $30,500,000.00 Initial Note B-1-S Principal Balance $177,525,714.29 Initial Note B-2-S Principal Balance $77,667,500.00 Initial Note B-3-S Principal Balance $55,476,785.71 Approximate Initial Note A-1-S1 Percentage Interest 7.04% Approximate Initial Note A-1-S2 Percentage Interest 7.04% Approximate Initial Note A-1-S3 Percentage Interest 7.04% Approximate Initial Note A-2-S1 Percentage Interest 3.08% Approximate Initial Note A-2-S2 Percentage Interest 3.08% Approximate Initial Note A-2-S3 Percentage Interest 3.08% Approximate Initial Note A-3-S1 Percentage Interest 2.20% Approximate Initial Note A-3-S2 Percentage Interest 2.20% Approximate Initial Note A-3-S3 Percentage Interest 2.20% Approximate Initial Note A-1-C1 Percentage Interest 6.51% Approximate Initial Note A-1-C2 Percentage Interest 6.51% Co-Lender Agreement (11 Madison Avenue) Approximate Initial Note A-1-C3 Percentage Interest 6.47% Approximate Initial Note A-2-C1 Percentage Interest 4.65% Approximate Initial Note A-2-C2 Percentage Interest 3.88% Approximate Initial Note A-3-C1 Percentage Interest 3.26% Approximate Initial Note A-3-C2 Percentage Interest 2.84% Approximate Initial Note B-1-S1 Percentage Interest 16.51% Approximate Initial Note B-1-S2 Percentage Interest 7.22% Approximate Initial Note B-1-S3 Percentage Interest 5.16% Note A-1-S1 Interest Rate 3.5602% per annum Note A-1-S2 Interest Rate 3.5602% per annum Note A-1-S3 Interest Rate 3.5602% per annum Note A-2-S1 Interest Rate 3.5602% per annum Note A-2-S2 Interest Rate 3.5602% per annum Note A-2-S3 Interest Rate 3.5602% per annum Note A-3-S1 Interest Rate 3.5602% per annum Note A-3-S2 Interest Rate 3.5602% per annum Note A-3-S3 Interest Rate 3.5602% per annum Note A-1-C1 Interest Rate 3.5602% per annum Note A-1-C2 Interest Rate 3.5602% per annum Note A-1-C3 Interest Rate 3.5602% per annum Note A-2-C1 Interest Rate 3.5602% per annum Note A-2-C2 Interest Rate 3.5602% per annum Note A-3-C1 Interest Rate 3.5602% per annum Note A-3-C2 Interest Rate 3.5602% per annum Note B-1-S Interest Rate 3.5602% per annum Note B-2-S Interest Rate 3.5602% per annum Note B-3-S Interest Rate 3.5602% per annum Note A-1-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S1 Interest Rate Note A-1-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S2 Interest Rate Note A-1-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S3 Interest Rate Note A-2-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S1 Interest Rate Note A-2-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S2 Interest Rate Co-Lender Agreement (11 Madison Avenue) Note A-2-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S3 Interest Rate Note A-3-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S1 Interest Rate Note A-3-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S2 Interest Rate Note A-3-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S3 Interest Rate Note A-1-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C1 Interest Rate Note A-1-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C2 Interest Rate Note A-1-C3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C3 Interest Rate Note A-2-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C1 Interest Rate Note A-2-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C2 Interest Rate Note A-3-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C1 Interest Rate Note A-3-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C2 Interest Rate Note B-1-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-1-S Interest Rate Note B-3-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-3-S Interest Rate Co-Lender Agreement (11 Madison Avenue) EXHIBIT B NOTICES Note A-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Note A-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note A-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 Note B-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Co-Lender Agreement (11 Mxxxxxx Xxxxxx) Note B-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note B-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 In the case of each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, with a copy to: Sidley Austin LLP 70 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Kxxxx Xxxxxx Facsimile Number: Co-Lender Agreement (11 Mxxxxxx Xxxxxx)
Description of Facility Upon the terms and subject to the conditions set forth in this Credit Agreement, the Lenders hereby grant to the Borrowers a revolving credit facility pursuant to which:
Notice of variation of order of application The Agent may give notices under Clause 17.2 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.
Description of Offerings (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares.
General Description Employer shall provide Employee with the compensation, incentives, benefits, and business expense reimbursement specified elsewhere in this agreement.
L/C Applications The Company shall execute and deliver to the Issuing Lender the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the Issuing Lender, together with such other documentation as the Administrative Agent or the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall be the sole responsibility of the Issuing Lender. So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.
Form of Documentation Each of the Credit Documents is in proper legal form (under the laws of England, the Bahamas, Bermuda and each other jurisdiction where the Vessel is flagged or where the Credit Parties are domiciled) for the enforcement thereof under such laws. To ensure the legality, validity, enforceability or admissibility in evidence of each such Credit Document in England, the Bahamas and/or Bermuda it is not necessary that any Credit Document or any other document be filed or recorded with any court or other authority in England, the Bahamas and Bermuda, except as have been made, or will be made, in accordance with Section 5, 6, 7 and 8, as applicable.
Effect of Application To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.
