Common use of Liquidity Loans Clause in Contracts

Liquidity Loans.

Liquidity Loans. (a) Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Liquidity Loans to the Company from time to time during the Liquidity Availability Period in an aggregate principal amount at any one time outstanding not to exceed such Lender's Commitment Percentage of the Liquidity Subfacility Amount, provided that (i) the aggregate unpaid principal balance of all Liquidity Loans at any one time outstanding shall not exceed the Liquidity Subfacility Amount and (ii) the aggregate unpaid principal balance of all Liquidity Loans, R/C Loans and Competitive Bid Loans at any one time outstanding, plus the Letter of Credit Exposure at such time, shall not exceed the Aggregate Commitments. During such period, the Company may borrow, prepay in whole or in part and reborrow Liquidity Loans, all in accordance with the terms and conditions hereof. Subject to the provisions of paragraphs 2.3 and 2.7, Liquidity Loans may be (a) Base Rate Loans or (b) Eurodollar Loans, or any combination thereof. Notwithstanding the foregoing, in the event that the Agent shall not have obtained a perfected first priority Lien (or the equivalent thereof under the relevant local law) on the Non-Domestic Collateral on or before the Liquidity Subfacility Effective Date except for the Collateral described in the proviso to paragraph 2.27(a), the aggregate unpaid principal balance of all Liquidity Loans outstanding at any one time shall not exceed the lesser of $30,000,000 and the Liquidity Subfacility Amount at such time until the Agent shall have obtained a perfected first priority Lien (or the equivalent thereof under the relevant local law) on the Non-Domestic Collateral. Upon the Agent obtaining a perfected first priority Lien (or the equivalent thereof under the relevant local law) on the Non-Domestic Collateral pursuant to (and subject to the limitations set forth in) paragraph 2.27, the aggregate unpaid principal balance of all Liquidity Loans outstanding at any one time shall not exceed the Liquidity Subfacility Amount, subject to the provisions of the first sentence of this paragraph 2.26(a). (b) The Company may borrow Liquidity Loans on any Business Day occurring on or after the Liquidity Subfacility Effective Date and ending on the Liquidity Subfacility Termination Date, by giving the Agent an irrevocable telephonic (to be promptly confirmed in writing) or fax or other written notice of borrowing (each a "LIQUIDITY BORROWING REQUEST") no later than 11:00 A.M., New York City time, three Business Days prior to each requested Borrowing Date, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, two Business days prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying (i) the aggregate amount of Liquidity Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans, or a combination thereof. Each borrowing of Eurodollar Loans comprising all or a portion of a Liquidity Borrowing shall be in an aggregate principal amount equal to $5,000,000 or such amount plus a whole multiple of $1,000,000. Each borrowing of Base Rate Loans comprising all or a portion of a Liquidity Borrowing shall be in an aggregate principal amount equal to $1,000,000 or such amount plus a whole multiple thereof or, if less, the unused amount of the Liquidity Subfacility Amount. Upon receipt of each notice of borrowing from the Company, the Agent shall promptly notify each Lender thereof. Subject to its receipt of the notice referred to in the preceding sentence, each Lender will make the amount of its Commitment Percentage of each Liquidity Borrowing available to the Agent for the account of the Company at the office of the Agent set forth in paragraph 11.2 not later than 12:00 Noon, New York City time, on the Liquidity Borrowing Date requested by the Company, in funds immediately available to the Agent at such office. The amounts so made available to the Agent on a Liquidity Borrowing Date will then, subject to the satisfaction of the terms and conditions of this Agreement as determined by the Agent, be made available on such date to the Company by the Agent at the office of the Agent specified in paragraph 11.2 by crediting the account of the Company on the books of such office with the aggregate of said amounts in like funds as received by the Agent. (c) Unless the Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be confirmed by fax or other writing) that such Lender will not make available to the Agent such Lenders' pro rata share of the Liquidity Loans requested by the Company, the Agent may assume that such Lender has made such share available to the Agent on such Liquidity Borrowing Date in accordance with this paragraph, provided that such Lender received notice of the proposed Liquidity Borrowing from the Agent, and the Agent may, in reliance upon such assumption, make available to the Company on such Liquidity Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made such pro rata share available to the Agent, such Lender and the Company severally agree to pay without duplication to the Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Company until the date such amount is paid to the Agent, at a rate per annum equal to, in the case of the Company, the applicable interest rate set forth in paragraph 2.8, and, in the case of such Lender, the Federal Funds Rate in effect on each such day (as determined by the Agent). Such payment by the Company, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's Liquidity Loan as part of such Liquidity Loans for purposes of this Agreement, which Liquidity Loan shall be deemed to have been made by such Lender on the Liquidity Borrowing Date applicable to such Liquidity Loans.