Extensions of the Aggregate Liquidity Commitment. (a) Subject to subpart (b) and (c) of this Section 4.03 and other provisions of this Agreement permitting earlier termination, the Aggregate Liquidity Commitment and this Agreement shall terminate on the Liquidity Commitment Expiration Date. (b) On any Business Day which is at least forty-five (45) days prior to the then-current Liquidity Commitment Expiration Date, BAFC may notify the Administrative Agent in writing of BAFC’s desire to extend the Liquidity Commitment Expiration Date, whereupon the Administrative Agent shall notify each Liquidity Bank of such desire of BAFC. Each Liquidity Bank shall have the right, in its sole discretion after a new credit review, to determine whether to extend the Liquidity Commitment Expiration Date with respect to its Percentage of the Aggregate Liquidity Commitment. The Administrative Agent shall initially notify BAFC, the Collateral Agent and the Depositary of the decisions of the Liquidity Banks regarding such extension no later than twenty-five (25) days before the then-current Liquidity Commitment Expiration Date and if it has not provided such notification, such failure shall be deemed to be a rejection of extension of such Liquidity Commitment Expiration Date. If such initial notice indicates that all the Liquidity Banks desire to extend, then BAFC, the Liquidity Banks and the Administrative Agent shall execute such documents as shall be appropriate to evidence the extension no later than three (3) Business Days prior to the then-current Liquidity Commitment Expiration Date, and upon execution and delivery of such documents and delivery by the Administrative Agent to the Depositary of written notice of such extension, the Liquidity Commitment Expiration Date shall be so extended. If the Administrative Agent’s initial notice described above indicates that not all the Liquidity Banks desire to extend, then the provisions of subsection 4.03(c) below shall apply. (c) If any Liquidity Bank does not consent to the extension of a Liquidity Commitment Expiration Date pursuant to subsection 4.03(b) hereof, BAFC shall, with the consent of the Administrative Agent, use its best efforts to obtain a successor Liquidity Bank(s) to assume each such non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment at any time prior to or as of the Liquidity Commitment Expiration Date at BAFC’s option, upon payment in full to such non-extending Liquidity Bank of all its outstanding Liquidity Loans and all interest, fees and other obligations owed by BAFC to such Liquidity Bank hereunder and receipt of written confirmation from the Series 2000-1 Rating Agencies that the addition of such successor Liquidity Bank(s) will not result in any reduction in or withdrawal of the rating of the Commercial Paper. To the extent BAFC is unable to obtain a successor Liquidity Bank, BAFC may: (i) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (i) does not cause the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove such non-extending Liquidity Bank(s) as a Liquidity Bank(s) and reduce the Aggregate Liquidity Commitment by an amount equal to such non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment; or (ii) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (ii) causes the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove all such non-extending Liquidity Banks (each, an “Exiting Bank” and collectively, the “Exiting Banks”) as a Liquidity Bank or Liquidity Banks and reduce the then-existing Aggregate Liquidity Commitment by an amount equal to the sum of each Exiting Bank’s Percentage of the Aggregate Liquidity Commitment; provided, that, notwithstanding anything else herein or in the Security Agreement to the contrary, (A) each Exiting Bank shall make a Liquidity Loan to BAFC (an “Exiting Loan”) as provided in subsection 3.01(a)(iii) of this Agreement, and the proceeds of such Exiting Loan shall be applied by BAFC to repay a corresponding amount of Commercial Paper as it matures, and (B) such Exiting Loan shall only be repayable and repaid in accordance with Section 5.2 of the Security Agreement from Collections on any day no greater than an amount equal to all Collections deposited on such day in the Cash Collateral Account times a fraction, the numerator of which is the initial principal amount of such Exiting Loan and the denominator of which is the sum of the initial principal amounts of all Exiting Loans, until such Exiting Loan is repaid in full (provided, however, that if any other Liquidity Bank subsequently exits pursuant to this clause (ii) prior to the repayment in full of such Exiting Loan, such fraction shall be recalculated on the basis of the principal amount of such Exiting Loan at such time over the sum of such principal amount and the initial principal amounts of all Exiting Loans at such time). If a Liquidity Commitment Expiration Date is to be extended in accordance with the provisions above and (if applicable) one or more successors are obtained, BAFC, the Liquidity Banks willing to extend such Liquidity Commitment Expiration Date, the Administrative Agent and such successor Liquidity Bank(s) (if applicable) shall sign such documents and instruments as shall be appropriate to evidence the extension of such Liquidity Commitment Expiration Date and (if applicable) such successor Liquidity Bank’s or Liquidity Banks’ assumption of a non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment. Upon the execution and delivery of such documents and instruments, such Liquidity Commitment Expiration Date shall be so extended.
Appears in 4 contracts
Samples: Liquidity Agreement (Bunge LTD), Liquidity Agreement (Bunge LTD), Liquidity Agreement (Bunge LTD)
Extensions of the Aggregate Liquidity Commitment. (a) Subject to subpart (b) and (c) of this Section 4.03 and other provisions of this Agreement permitting earlier termination, the Aggregate Liquidity Commitment and this Agreement shall terminate on the Liquidity Commitment Expiration Date.
(bi) On any Business Day which is at least forty-five BAFC shall be entitled to request that the Original Liquidity Commitment Expiration Date be extended for an additional period of twelve (4512) Months by giving notice (the “First Liquidity Commitment Extension Request”) to the Administrative Agent not more than sixty (60) days nor less than thirty (30) days before any Liquidity Commitment Anniversary prior to and including the then-current Liquidity Commitment Anniversary that occurs on the Original Liquidity Commitment Expiration Date.
(ii) BAFC shall be entitled to request that the Original Liquidity Commitment Expiration Date and/or the First Extension Liquidity Commitment Expiration Date be extended by giving notice (the “Second Liquidity Commitment Extension Request”) to the Administrative Agent as set out below: (A) with respect to Liquidity Banks who have agreed to the First Liquidity Commitment Extension Request, BAFC may notify deliver a Second Liquidity Commitment Extension Request to the Administrative Agent in writing not more than sixty (60) days nor less than thirty (30) days before any Liquidity Commitment Anniversary occurring after the delivery of BAFC’s desire the First Liquidity Commitment Extension Request up to extend and including the Liquidity Commitment Anniversary that occurs on the First Extension Liquidity Expiration DateDate for an extension for a further period of twelve (12) Months; and/or (B) with respect to Liquidity Banks who refused the First Liquidity Commitment Extension Request, whereupon BAFC may deliver a Second Liquidity Commitment Extension Request to the Administrative Agent not more than sixty (60) nor less than thirty (30) days before any Liquidity Commitment Anniversary occurring after the delivery of the First Liquidity Commitment Extension Request up to and including the Liquidity Commitment Anniversary that occurs on the Original Termination Date for an extension for a period of twenty-four (24) Months, as selected by BAFC in the notice to the Administrative Agent. The First Liquidity Commitment Extension Request and the Second Liquidity Commitment Extension Request are together referred to as “Liquidity Commitment Extension Requests” and each as a “Liquidity Commitment Extension Request”.
(iii) The Administrative Agent shall promptly notify each the Liquidity Bank Banks of such desire any Liquidity Commitment Extension Request as soon as practicable after receipt of BAFC. it.
(iv) Each Liquidity Bank shall have the rightmay, in its sole discretion after a new credit reviewdiscretion, agree to determine whether to extend the any Liquidity Commitment Expiration Date with Extension Request (each such Liquidity Bank, a “Consenting Liquidity Bank”) by providing notice to the Administrative Agent on or before the date falling fifteen (15) days before: (A) in respect of a First Liquidity Commitment Extension Request, the applicable Liquidity Commitment Anniversary immediately following such First Liquidity Commitment Extension Request or (B) in respect of a Second Liquidity Commitment Extension Request, the applicable Liquidity Commitment Anniversary immediately following such Second Liquidity Commitment Extension Request. The Liquidity Commitment of each Consenting Liquidity Bank will be extended for the period applicable to it and referred to in such Liquidity Commitment Extension Request; provided that the Majority Liquidity Banks have agreed to such extension. If any Liquidity Bank (A) fails to reply to a Liquidity Commitment Extension Request within the time period set out in this clause (iv) or (B) declines a Liquidity Commitment Extension Request by the date falling fifteen (15) days before the applicable Liquidity Commitment Anniversary immediately following such Liquidity Commitment Extension Request (in each case, a “Declining Liquidity Bank”), its Percentage of the Aggregate Liquidity Commitment. Commitment will not be extended.
(v) Each Liquidity Commitment Extension Request shall be made in writing and be irrevocable.
(vi) The Administrative Agent shall initially notify BAFC, the Collateral Agent and the Depositary of the decisions of the Liquidity Banks regarding such extension no later than twenty-five fifteen (2515) days before prior to the then-current applicable Liquidity Commitment Expiration Date and if it has not provided such notification, such failure shall be deemed to be a rejection of extension of Anniversary immediately following such Liquidity Commitment Expiration DateExtension Request of the details of which Liquidity Banks are Consenting Liquidity Banks and which Liquidity Banks are Declining Liquidity Banks. If such initial notice indicates that all the Liquidity Banks desire to extend, then BAFC, the Liquidity Banks and the Administrative Agent shall execute such documents as shall be appropriate to evidence the extension no later than three (3) Business Days prior to the then-current applicable Liquidity Commitment Expiration DateAnniversary, and upon execution and delivery of such documents and delivery by the Administrative Agent to the Depositary of written notice of such extension, the Liquidity Commitment Expiration Date shall be so extended. If the Administrative Agent’s initial notice described above indicates that not all the Liquidity Banks desire to extend, then the provisions of subsection 4.03(c) below shall apply.
(c) If any Liquidity Bank does not consent to the extension of a Liquidity Commitment Expiration Date pursuant to subsection 4.03(b) hereof, BAFC shall, with the consent of the Administrative Agent, use its best efforts to obtain a successor Liquidity Bank(s) to assume each such non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment at any time prior to or as of the Liquidity Commitment Expiration Date applicable to such Declining Liquidity Bank at BAFC’s option, upon payment in full to such non-extending Liquidity Bank of all its outstanding Liquidity Loans and all interest, fees and other obligations owed by BAFC to such Liquidity Bank hereunder and receipt of written confirmation from the Series 2000-1 Rating Agencies that the addition of such successor Liquidity Bank(s) will not result in any reduction in or withdrawal of the rating of the Commercial Paper. To the extent BAFC is unable to obtain a successor Liquidity Bank, BAFC may:
(i) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (i) does not cause the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove such non-extending Liquidity Bank(s) as a Liquidity Bank(s) and reduce the Aggregate Liquidity Commitment by an amount equal to such non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment; or
(ii) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (ii) causes the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove all such non-extending Declining Liquidity Banks (each, an “Exiting Bank” and collectively, the “Exiting Banks”) as a Liquidity Bank or Liquidity Banks and reduce the then-existing Aggregate Liquidity Commitment by an amount equal to the sum of each Exiting Bank’s Percentage of the Aggregate Liquidity Commitment; provided, that, notwithstanding anything else herein or in the Security Agreement to the contrary, (A) each Exiting Bank shall make a Liquidity Loan to BAFC (an “Exiting Loan”) as provided in subsection 3.01(a)(iii) of this Agreement, and the proceeds of such Exiting Loan shall be applied by BAFC to repay a corresponding amount of Commercial Paper as it matures, and (B) such Exiting Loan shall only be repayable and repaid in accordance with Section 5.2 of the Security Agreement from Collections on any day no greater than an amount equal to all Collections deposited on such day in the Cash Collateral Account times a fraction, the numerator of which is the initial principal amount of such Exiting Loan and the denominator of which is the sum of the initial principal amounts of all Exiting Loans, until such Exiting Loan is repaid in full (provided, however, that if any other Liquidity Bank subsequently exits pursuant to this clause (ii) prior to the repayment in full of such Exiting Loan, such fraction shall be recalculated on the basis of the principal amount of such Exiting Loan at such time over the sum of such principal amount and the initial principal amounts of all Exiting Loans at such time). If a Liquidity Commitment Expiration Date is to be extended in accordance with the provisions above and (if applicable) one or more successors are obtained, BAFC, the Liquidity Banks willing to extend such Liquidity Commitment Expiration Date, the Administrative Agent and such successor Liquidity Bank(s) (if applicable) shall sign such documents and instruments as shall be appropriate to evidence the extension of such Liquidity Commitment Expiration Date and (if applicable) such successor Liquidity Bank’s or Liquidity Banks’ assumption of a non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment. Upon the execution and delivery of such documents and instruments, such Liquidity Commitment Expiration Date shall be so extended.
(d) For the avoidance of doubt, the extension of the Liquidity Commitment of each Consenting Liquidity Bank shall be subject to the following conditions precedent:
Appears in 2 contracts
Samples: Liquidity Agreement (Bungeltd), Liquidity Agreement (Bunge LTD)
Extensions of the Aggregate Liquidity Commitment. (a) Subject to subpart (b) and (c) of this Section SECTION 4.03 and other provisions of this Agreement permitting earlier termination, the Aggregate Liquidity Commitment and this Agreement shall terminate on the Liquidity Commitment Expiration Date.
(b) On any Business Day which is at least forty-five (45) days prior to the then-current Liquidity Commitment Expiration Date, BAFC may notify the Administrative Agent in writing of BAFC’s 's desire to extend the Liquidity Commitment Expiration Date, whereupon the Administrative Agent shall notify each Liquidity Bank of such desire of BAFC. Each Liquidity Bank shall have the right, in its sole discretion after a new credit review, to determine whether to extend the Liquidity Commitment Expiration Date with respect to its Percentage of the Aggregate Liquidity Commitment. The Administrative Agent shall initially notify BAFC, the Collateral Agent and the Depositary of the decisions of the Liquidity Banks regarding such extension no later than twenty-five (25) days before the then-current Liquidity Commitment Expiration Date and if it has not provided such notification, such failure shall be deemed to be a rejection of extension of such Liquidity Commitment Expiration Date. If such initial notice indicates that all the Liquidity Banks desire to extend, then BAFC, the Liquidity Banks and the Administrative Agent shall execute such documents as shall be appropriate to evidence the extension no later than three (3) Business Days prior to the then-current Liquidity Commitment Expiration Date, and upon execution and delivery of such documents and delivery by the Administrative Agent to the Depositary of written notice of such extension, the Liquidity Commitment Expiration Date shall be so extended. If the Administrative Agent’s 's initial notice described above indicates that not all the Liquidity Banks desire to extend, then the provisions of subsection 4.03(cSUBSECTION 4.03(C) below shall apply.
(c) If any Liquidity Bank does not consent to the extension of a Liquidity Commitment Expiration Date pursuant to subsection 4.03(bSUBSECTION 4.03(B) hereof, BAFC shall, with the consent of the Administrative Agent, use its best efforts to obtain a successor Liquidity Bank(s) to assume each such non-extending Liquidity Bank’s 's Percentage of the Aggregate Liquidity Commitment at any time prior to or as of the Liquidity Commitment Expiration Date at BAFC’s 's option, upon payment in full to such non-extending Liquidity Bank of all its outstanding Liquidity Loans and all interest, fees and other obligations owed by BAFC to such Liquidity Bank hereunder and receipt of written confirmation from the Series 2000-1 Rating Agencies that the addition of such successor Liquidity Bank(s) will not result in any reduction in or withdrawal of the rating of the Commercial Paper. To the extent BAFC is unable to obtain a successor Liquidity Bank, BAFC may:
(i) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (i) does not cause the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove such non-extending Liquidity Bank(s) as a Liquidity Bank(s) and reduce the Aggregate Liquidity Commitment by an amount equal to such non-extending Liquidity Bank’s 's Percentage of the Aggregate Liquidity Commitment; or
(ii) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (ii) causes the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove all such non-extending Liquidity Banks (each, an “Exiting Bank” "EXITING BANK" and collectively, the “Exiting Banks”"EXITING BANKS") as a Liquidity Bank or Liquidity Banks and reduce the then-existing Aggregate Liquidity Commitment by an amount equal to the sum of each Exiting Bank’s 's Percentage of the Aggregate Liquidity Commitment; providedPROVIDED, that, notwithstanding anything else herein or in the Security Agreement to the contrary, (A) each Exiting Bank shall make a Liquidity Loan to BAFC (an “Exiting Loan”"EXITING LOAN") as provided in subsection 3.01(a)(iiiSUBSECTION 3.01(A)(III) of this Agreement, and the proceeds of such Exiting Loan shall be applied by BAFC to repay a corresponding amount of Commercial Paper as it matures, and (B) such Exiting Loan shall only be repayable and repaid in accordance with Section SECTION 5.2 of the Security Agreement from Collections on any day no greater than an amount equal to all Collections deposited on such day in the Cash Collateral Account times a fraction, the numerator of which is the initial principal amount of such Exiting Loan and the denominator of which is the sum of the initial principal amounts of all Exiting Loans, until such Exiting Loan is repaid in full (providedPROVIDED, howeverHOWEVER, that if any other Liquidity Bank subsequently exits pursuant to this clause (ii) prior to the repayment in full of such Exiting Loan, such fraction shall be recalculated on the basis of the principal amount of such Exiting Loan at such time over the sum of such principal amount and the initial principal amounts of all Exiting Loans at such time). If a Liquidity Commitment Expiration Date is to be extended in accordance with the provisions above and (if applicable) one or more successors are obtained, BAFC, the Liquidity Banks willing to extend such Liquidity Commitment Expiration Date, the Administrative Agent and such successor Liquidity Bank(s) (if applicable) shall sign such documents and instruments as shall be appropriate to evidence the extension of such Liquidity Commitment Expiration Date and (if applicable) such successor Liquidity Bank’s 's or Liquidity Banks’ ' assumption of a non-extending Liquidity Bank’s 's Percentage of the Aggregate Liquidity Commitment. Upon the execution and delivery of such documents and instruments, such Liquidity Commitment Expiration Date shall be so extended.
Appears in 1 contract
Samples: Liquidity Agreement (Bunge LTD)
Extensions of the Aggregate Liquidity Commitment. (a) Subject to subpart (b) and (c) of this Section 4.03 and other provisions of this Agreement permitting earlier termination, the Aggregate Liquidity Commitment and this Agreement shall terminate on the Liquidity Commitment Expiration Date.
(bi) On any Business Day which is at least forty-five (45) days prior BAFC shall be entitled to request that the then-current Original Liquidity Commitment Expiration Date, BAFC may notify Date be extended for an additional period of twelve (12) Months by giving notice (the “First Liquidity Commitment Extension Request”) to the Administrative Agent in writing of BAFC’s desire not more than sixty (60) days nor less than thirty (30) days before the First Liquidity Commitment Anniversary.
(ii) BAFC shall be entitled to extend request that the Original Liquidity Commitment Expiration Date, whereupon Date and/or the First Extension Liquidity Commitment Expiration Date be extended as set out below by giving notice (the “Second Liquidity Commitment Extension Request”) to the Administrative Agent not more than sixty (60) days nor less than thirty (30) days before the Second Liquidity Commitment Anniversary: (A) with respect to Liquidity Banks who have agreed to the First Liquidity Commitment Extension Request, an extension for a further period of twelve (12) Months; and/or (B) if no First Liquidity Commitment Extension Request has been made, or with respect to Liquidity Banks who refused the First Liquidity Commitment Extension Request, an extension for a period of twenty-four (24) Months, as selected by BAFC in the notice to the Administrative Agent. The First Liquidity Commitment Extension Request and the Second Liquidity Commitment Extension Request are together referred to as “Liquidity Commitment Extension Requests” and each as a “Liquidity Commitment Extension Request”.
(iii) The Administrative Agent shall promptly notify each the Liquidity Bank Banks of such desire any Liquidity Commitment Extension Request as soon as practicable after receipt of BAFC. it.
(iv) Each Liquidity Bank shall have the rightmay, in its sole discretion after a new credit reviewdiscretion, agree to determine whether to extend the any Liquidity Commitment Expiration Date with Extension Request (each such Liquidity Bank, a “Consenting Liquidity Bank”) by providing notice to the Administrative Agent on or before the date falling fifteen (15) days before: (A) in respect of a First Liquidity Commitment Extension Request, the First Liquidity Commitment Anniversary or (B) in respect of a Second Liquidity Commitment Extension Request, the Second Liquidity Commitment Anniversary. The Liquidity Commitment of each Consenting Liquidity Bank will be extended for the period applicable to it and referred to in such Liquidity Commitment Extension Request; provided that the Majority Liquidity Banks have agreed to such extension. If any Liquidity Bank (A) fails to reply to a Liquidity Commitment Extension Request within the time period set out in this clause (iv) or (B) declines a Liquidity Commitment Extension Request by the date falling fifteen (15) days before the First Liquidity Commitment Anniversary or the Second Liquidity Commitment Anniversary, as applicable (in each case, a “Declining Liquidity Bank”), its Percentage of the Aggregate Liquidity Commitment. Commitment will not be extended.
(v) Each Liquidity Commitment Extension Request shall be made in writing and be irrevocable.
(vi) The Administrative Agent shall initially notify BAFC, the Collateral Agent and the Depositary of the decisions of the Liquidity Banks regarding such extension no later than twenty-five fifteen (2515) days before prior to the then-current First Liquidity Commitment Expiration Date and if it has not provided such notification, such failure shall be deemed to be a rejection of extension of such Anniversary or the Second Liquidity Commitment Expiration DateAnniversary, as applicable, of the details of which Liquidity Banks are Consenting Liquidity Banks and which Liquidity Banks are Declining Liquidity Banks. If such initial notice indicates that all the Liquidity Banks desire to extend, then BAFC, the Liquidity Banks and the Administrative Agent shall execute such documents as shall be appropriate to evidence the extension no later than three (3) Business Days prior to the then-current First Liquidity Commitment Expiration DateAnniversary or the Second Liquidity Commitment Anniversary, as applicable, and upon execution and delivery of such documents and delivery by the Administrative Agent to the Depositary of written notice of such extension, the Liquidity Commitment Expiration Date shall be so extended. If the Administrative Agent’s initial notice described above indicates that not all the Liquidity Banks desire to extend, then the provisions of subsection 4.03(c) below shall apply.
(c) If any Liquidity Bank does not consent to the extension of a Liquidity Commitment Expiration Date pursuant to subsection 4.03(b) hereof, BAFC shall, with the consent of the Administrative Agent, use its best efforts to obtain a successor Liquidity Bank(s) to assume each such non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment at any time prior to or as of the Liquidity Commitment Expiration Date applicable to such Declining Liquidity Bank at BAFC’s option, upon payment in full to such non-extending Liquidity Bank of all its outstanding Liquidity Loans and all interest, fees and other obligations owed by BAFC to such Liquidity Bank hereunder and receipt of written confirmation from the Series 2000-1 Rating Agencies that the addition of such successor Liquidity Bank(s) will not result in any reduction in or withdrawal of the rating of the Commercial Paper. To the extent BAFC is unable to obtain a successor Liquidity Bank, BAFC may:
(i) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (i) does not cause the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove such non-extending Liquidity Bank(s) as a Liquidity Bank(s) and reduce the Aggregate Liquidity Commitment by an amount equal to such non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment; or
(ii) to the extent that the reduction of the Aggregate Liquidity Commitment provided for in this clause (ii) causes the Aggregate Liquidity Commitment to fall below the outstanding Face Amount of the Commercial Paper, remove all such non-extending Declining Liquidity Banks (each, an “Exiting Bank” and collectively, the “Exiting Banks”) as a Liquidity Bank or Liquidity Banks and reduce the then-existing Aggregate Liquidity Commitment by an amount equal to the sum of each Exiting Bank’s Percentage of the Aggregate Liquidity Commitment; provided, that, notwithstanding anything else herein or in the Security Agreement to the contrary, (A) each Exiting Bank shall make a Liquidity Loan to BAFC (an “Exiting Loan”) as provided in subsection 3.01(a)(iii) of this Agreement, and the proceeds of such Exiting Loan shall be applied by BAFC to repay a corresponding amount of Commercial Paper as it matures, and (B) such Exiting Loan shall only be repayable and repaid in accordance with Section 5.2 of the Security Agreement from Collections on any day no greater than an amount equal to all Collections deposited on such day in the Cash Collateral Account times a fraction, the numerator of which is the initial principal amount of such Exiting Loan and the denominator of which is the sum of the initial principal amounts of all Exiting Loans, until such Exiting Loan is repaid in full (provided, however, that if any other Liquidity Bank subsequently exits pursuant to this clause (ii) prior to the repayment in full of such Exiting Loan, such fraction shall be recalculated on the basis of the principal amount of such Exiting Loan at such time over the sum of such principal amount and the initial principal amounts of all Exiting Loans at such time). If a Liquidity Commitment Expiration Date is to be extended in accordance with the provisions above and (if applicable) one or more successors are obtained, BAFC, the Liquidity Banks willing to extend such Liquidity Commitment Expiration Date, the Administrative Agent and such successor Liquidity Bank(s) (if applicable) shall sign such documents and instruments as shall be appropriate to evidence the extension of such Liquidity Commitment Expiration Date and (if applicable) such successor Liquidity Bank’s or Liquidity Banks’ assumption of a non-extending Liquidity Bank’s Percentage of the Aggregate Liquidity Commitment. Upon the execution and delivery of such documents and instruments, such Liquidity Commitment Expiration Date shall be so extended.
(d) For the avoidance of doubt, the extension of the Liquidity Commitment of each Consenting Liquidity Bank shall be subject to the following conditions precedent:
Appears in 1 contract
Samples: Liquidity Agreement (Bunge LTD)
