Margin Loan. Notwithstanding anything to the contrary herein, this Agreement shall not impose any restrictions of any kind on a Disposition resulting from the exercise by any Margin Loan Lender of its right to foreclosure or similar enforcement action on any of the Margin Loan Collateral following the occurrence of a Margin Loan Event of Default; provided that immediately after such foreclosure or similar enforcement action, the Blackstone-HLT Applicable Percentage, Blackstone-PK Applicable Percentage and/or Blackstone-HGV Applicable Percentage, as applicable, shall be increased to reflect such foreclosure or similar enforcement action. Notwithstanding the foregoing, if the Blackstone Representative or a Spinoff Party provides an Unqualified 355(e) Opinion with respect to such foreclosure or similar enforcement action to HLT, such foreclosure or similar enforcement action shall not increase the relevant Blackstone Applicable Percentage.
Margin Loan a. Velocity may from time to time make a Margin Facility available to the Customer, subject to these Margin Facility Terms.
b. The Customer may, in writing, request a Margin Facility from time to time. Notwithstanding such request, it shall be within the discretion of Velocity to grant the Margin Facility to the Customer.
c. The value of the Margin Facility available for the Transaction shall be notified to the Customer prior to the execution of the Transaction.
d. Velocity may, without prior notice, from time to time reduce or cancel a Margin Facility or refuse to grant any additional Margin Facility to the Customer.
e. If Velocity reduces or cancels a Margin Facility, the Customer shall be responsible to make immediate payment of the Margin in respect of the relevant Transaction
f. Interest shall accrue on the Margin Facility at the rate and on the terms set out in the relevant Product Information Sheet.
g. Without limiting Velocity’s rights in terms of paragraph d, the Margin Facility together with interest thereon shall be paid on the date on which the Securities that are the subject of the Margin Facility are sold.
h. Upon submitting a request for a Margin Facility, the Customer acknowledges that he has read and understood the terms and conditions applicable to the Margin Facility, including all Product Information Sheets related thereto.
i. Notwithstanding paragraph g above, no payments shall be made to the Customer in respect of the Account, which payments could result in the value of the Collateral being insufficient in respect of the Indebtedness, as determined by Velocity.
Margin Loan. The parties acknowledge that the cash loans provided hereunder are each a “margin loan” as used in the definition of “securities contract” in the United States Bankruptcy Code (11 U.S.C. Section 741).
Margin Loan. The Company shall procure to provide on the Closing Date evidence (in form and substance satisfactory to the Agent, acting reasonably) of prepayment and cancellation in full of the Margin Loan.
Margin Loan. The Company acknowledges that Purchaser has entered into a Loan and Security Agreement, dated as of August 2, 2022 (the “Loan Agreement”) with MidCap XxxXx Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland, as Guarantor, the lenders from time to time party thereto and Ally Bank, as the Administrative Agent (in such capacity, the “Administrative Agent”) and the Arranger (as may be amended, modified, supplemented or otherwise changed from time to time, and together with any increases, refinancings or replacements thereof, the “Credit Facility”) and consents to (a) the entry into the Credit Facility and (b) the pledge of the Shares pursuant thereto.
Margin Loan. Notwithstanding anything herein to the contrary, the Borrower shall not, directly or indirectly, use any part of the Credit Loan proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System otherwise than in accordance with the requirements of Regulation U, or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock otherwise than in accordance with the requirements of Regulation U, or for any purpose which violates, or is inconsistent with, Regulation X of such Board of Governors.
Margin Loan. Concurrently with the execution and delivery of this Agreement, each of WRP Investco L.P., the current borrower under the Margin Loan Agreement, and WRP Investco II L.P. is entering into a margin loan agreement, each substantially on the same terms as the Margin Loan Agreement (the “2021 Margin Loan Agreements”). Each of the Parties agrees that for all purposes under the LLC Agreement and this Agreement, the term “Margin Loan Agreement” shall be deemed to mean the “2021 Margin Loan Agreements”. Each Borrower (as defined in the applicable 2021 Margin Loan Agreement) shall use its commercially reasonable efforts to cause each of the conditions precedent relating to a Funding Date (as defined in the applicable 2021 Margin Loan Agreement) that are within its control to be satisfied no later than November 19, 2021, including the delivery, no later than November 17, 2021, of a duly executed Borrowing Notice (as defined in the applicable 2021 Margin Loan Agreement) specifying a date on or before November 19, 2021 as the Funding Date, and the timely delivery of any other notices, opinions or other deliverables and the taking of any other actions required in connection with the making of any Advances (as defined in the applicable 2021 Margin Loan Agreement) pursuant to the terms of the 2021 Margin Loan Agreements and any Margin Loan Documentation (as defined in the applicable 2021 Margin Loan Agreement), such that a Funding Date shall occur under each of the 2021 Margin Loan Agreements no later than November 19, 2021, and each such Borrower shall take all actions reasonably necessary to cause the applicable 2021 Margin Loan Agreement to be drawn upon by such Borrower if available as soon as reasonably practicable on or before the Early Call Option Closing Date in an amount equal to the Maximum Aggregate Commitment Amount (as defined in the applicable 2021 Margin Loan Agreement) to provide sufficient cash to the Class B Member to repay all outstanding Indebtedness under the Credit Agreement on the Early Call Option Closing Date, and to pay all Swap Breakage Costs as of the Early Call Option Closing Date (less amounts required to be paid to the Class B Member constituting amounts owed by the counterparty as of the Early Call Option Closing Date under any such swap, cap, forward, future or other derivative transaction as termination payments and unpaid amounts under any such swap, cap, forward, future or other derivative transaction).
Margin Loan. (a) If SoftBank or any of its subsidiaries enters into a Specified Margin Loan in reliance on the consent, dated as of the date hereof, delivered to SoftBank by DT, under the Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, between SoftBank and DT (the “Proxy Agreement Consent”), then DT shall, SoftBank shall (or, if applicable, shall cause the relevant borrower subsidiary to) and (if the Newco-DT Call Option is still in effect) Newco shall, simultaneously with the execution and delivery of the agreement providing for such Specified Margin Loan, duly execute and deliver the intercreditor agreement required by the terms of the Proxy Agreement Consent.
(b) SoftBank shall not permit Project 6 LLC (or any successor Grantor under the SB-Newco Call Option Agreement) to default under any Margin Loan (including a Specified Margin Loan), or allow any acceleration of any Margin Loan, prior to the performance in full of the obligations of Project 6 LLC (or such successor) with respect to the first margin call under such Margin Loan; provided that the total aggregate amount required to be paid by SoftBank pursuant to this Section 4.2(b) shall not exceed the first margin call amount plus the amount of all scheduled interest payments under such Margin Loan.
Margin Loan. 4.1 As and when a Margin Transaction has been effected by the Bank for the Customer, the Margin Loan in respect of that Margin Transaction shall be deemed to have been drawn by the Customer and shall be aggregated with the then principal outstanding amount of other Margin Loan. All Margin Loans are repayable on demand by and in the sole discretion of the Bank.
4.2 Interest on the Margin Loan shall accrue from day to day and on the daily aggregate principal outstanding amount whereof at such rate as the Bank may from time to time prescribe in its discretion and accepted by the Customer in its application for the Margin Facility. The Bank shall be entitled to change the prescribed interest rates at any relevant time and any variation thereof shall take effect and be binding on the Customer after the Bank has given prior notice to the Customer in accordance with Clause 16.8.
4.3 Interest on the Margin Loan shall be computed on the basis of a 365‐day year for Hong Kong Dollars and, in case of other currencies, a year of such number of days as is customary according to the practice of the relevant foreign exchange market in which such currency is traded for computation of interest for the currency concerned and for the actual number of days elapsed.
4.4 The Customer shall pay all accrued interest at any time on demand by the Bank and, in the absence of such demand, on the last Business Day of each calendar month or at such other intervals as the Bank may from time to time determine in its discretion. All accrued interest not duly paid when due shall be capitalised and become part of the Margin Loan on the due day and shall itself bear interest according to the Agreement.
Margin Loan. None of the transactions contemplated in the Agreement will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulation issued pursuant thereto, including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase any "margin security" within the meaning of said Regulation U. None of the proceeds of the Loan have been or will be used to purchase or refinance any borrowing, the proceeds of which were used to purchase any "security" within the meaning of the Securities Exchange Act of 1934, as amended.
