Financing Parameters Clause Samples

Financing Parameters. From and after the Effective Date, New Manager may from time to time cause the Company and its Subsidiaries to enter into financings and refinancings with the approval of the Whitehall Group provided that the Financing Parameters are satisfied. The “Financing Parameters” will be as follows: (a) such financings are non-recourse to the Company’s Members or the parent companies of the Company’s Members (except for environmental obligations and such Member’s actions on account of matters covered by non-recourse carveouts similar to those in the Fleet Bank financing or similar matters consistent with market practice, provided that unless one or more Whitehall funds actually provides such a guaranty, WRP shall not be required to do so, provided further that any such environmental indemnity shall only be recourse to the Company, WCPT and the Whitehall Group but not to the parent companies of the Company’s Members); (b) the weighted average interest rate of all financings of the Company and its subsidiaries taken together does not exceed LIBOR plus 400 basis points per annum (calculated quarterly based on the outstanding debt balances of the Company and its Subsidiaries as of the end of each calendar quarter); and (c) the total aggregate Indebtedness of the Company and its Subsidiaries will not exceed 70% of the “Borrowing Base” (calculated quarterly based on the outstanding debt balances of the Company and its Subsidiaries as of the end of each calendar quarter). The term “Indebtedness” includes any secured or unsecured financings, any senior or mezzanine financings and any preferred equity issued by the Company after the date hereof. The Borrowing Base will initially be equal to $700 million, as such amount is allocated among all of the Company’s assets as agreed by WCPT and the Whitehall Group in the definitive documentation (the allocated value for each asset is referred to as an “Allocated Value”). The Borrowing Base will (x) increase or decrease in connection with a re-financing of any asset by an amount equal to the difference between (1) a lender’s appraised value or implied valuation (i.e. based on the gross loan amount divided by the loan-to-value ratio, regardless of whether a third party appraisal is procured) of such asset and (2) the Allocated Value of such asset in effect immediately prior to such refinancing (and the Allocated Value of such refinanced asset will be increased or decreased, as applicable, by a like amount) and (y) be reduced by the A...

Financing Parameters. Notwithstanding anything contained herein to the contrary, each of the Manager and each or any of the members of the Whitehall Group, acting alone, shall have the right, power and authority, without the consent of the Management Committee or WCPT, from time to time (i) to cause the Company and its Subsidiaries to incur Covered Indebtedness and to mortgage, pledge, hypothecate or otherwise grant security interests in or with respect to the Company's and/or its Subsidiaries' assets including any or all of the Properties and/or the ownership interests in any one or more of the Subsidiaries, to secure such financings and re-financings and (ii) to execute, deliver and perform any and all agreements, instruments and other documents in the name and on behalf of the Company and/or its Subsidiaries and to do or take any other actions of any kind relating thereto, provided that: (i) the Members shall have no personal liability for the repayment of such Covered Indebtedness except that each Member (other than the Saracen Members) may be liable for (and shall execute any and all agreements or documents at the request of the Manager or a lender to evidence its liability for) the Standard Member Recourse Carveouts (provided that, except as set forth in Schedule 3.9A, each such Member shall be liable for the Standard Member Recourse Carveouts only to the extent of damages or losses suffered by such lender arising from or on account of such events that give rise to such applicable Standard Member Recourse Carveout) and (ii) neither WRP nor any Whitehall Fund shall have personal liability for the repayment of such Covered Indebtedness except for the Standard Parent Recourse Carveouts; provided that (1) unless one or more of the Whitehall Funds actually provides a guaranty with respect to a particular Standard Parent Recourse Carveout, WRP shall not be required to do so and (2) WRP and the Whitehall Funds shall be liable for the Standard Parent Recourse Carveouts only to the extent of damages or losses suffered by such lender arising from or on account of such events that give rise to such applicable Standard Parent Recourse Carveout; and provided further that any environmental indemnity not be recourse to WRP or any Whitehall Fund); (b) the Weighted Average Interest Rate of all Covered Indebtedness of the Company and its Subsidiaries taken together does not exceed LIBOR plus 400 basis points (4%) per annum (calculated quarterly based on the outstanding debt balances of the...

Financing Parameters. 4.2.3.1 Any public financing shall be secured solely by assessments or special taxes levied within the respective district, proceeds of the bonds issued that are placed in a bond fund, reserve fund or other such fund for the financing and investment earnings thereon. City’s general fund shall not be pledged to the repayment of any public financing. 4.2.3.2 The payment of actual initial and annual administrative costs of City to be incurred in connection with any Financing Mechanism shall be adequately assured, through the inclusion in any assessment or special tax methodology of appropriate provision for such costs as estimated by City, to the end that City's general fund shall not be called upon to provide for initial or any annual administrative costs related to any Financing Mechanism.

Financing Parameters. The CFD shall be authorized to levy Special Taxes and issue Bonds in one or more series to finance the Eligible Facilities in accordance with the basic parameters set forth below: (a) A precondition to the issuance of Bonds shall be that the value of the real property subject to Special Taxes required to repay the Bonds shall be at least three times the amount of the Bonds and any other governmentally-imposed land-secured debt (excluding any proceeds of the Bonds to be deposited in an escrow fund) (“Minimum Value-to-Debt Ratio”). In circumstances where the principal amount of a series of Bonds proposed to be issued causes such series of Bonds to fail to meet the Minimum Value-to-Debt Ratio, a portion of such Bonds shall be deposited in an escrow fund such that the remaining amount of the Bonds will satisfy the maximum value to-debt ratio. Funds shall be eligible to be released from such escrow fund only if and to the extent that the value of the taxable property subject to the levy of Special Taxes securing the Bonds compared to the principal amount of the Bonds not included in the escrow fund following such release shall meet the Minimum Value-to-Debt Ratio. (b) Each series of Bonds shall have a term of at least thirty (30) years. (c) Each series of Bonds may include up to twenty-four (24) months of capitalized interest or such other lesser amount as may be requested by Developer. (d) Each series of Bonds to be issued shall be sized based upon the estimated annual Special Tax revenues from the CFD at build-out being equal to one hundred ten percent (110%) of (i) annual debt service, plus (ii) priority annual administrative expenses. Priority annual administrative expenses to be funded from Special Taxes, as a first priority for use of such Special Taxes, shall not exceed $25,000 (the “Priority Annual Administrative Expense Requirement”). (e) The City may fund from the proceeds of each series of Bonds an amount representing all administrative expenses reasonably expected to be incurred by the City during the first twelve (12) months following the date of issuance of such bonds. (f) The total effective tax rate within the CFD applicable to any residential parcel on which a for-sale residential dwelling has or is to be constructed, taking into account all ad valorem property taxes, voter-approved ad valorem property taxes in excess of one percent (1%) of assessed value, the annual special taxes of existing community facilities districts and any other communi...