Purchase of Interests of the CACIB Group. (a) Upon the satisfaction of the conditions set forth in paragraphs (i) through (viv) below, Credit Agricole, as Administrative Agent for the CACIB Group, may provide written notice (such notice, a “CACIB Notice”) to the Transferor, with a copy to the Agent and each other Administrative Agent, advising the addressees of the CACIB Notice that the CACIB Group is exercising its rights under this Section 10.15. If Credit Agricole has provided the CACIB Notice, the Transferor will be required to purchase the CACIB Group’s interest in the Transferred Interest (to the extent not transferred by the CACIB Group pursuant to subsection (b)) on a Business Day that is specified in the CACIB Notice, which must be not less than forty-five (45) days after the delivery of the CACIB Notice (the “CACIB Repurchase Date”). The applicable conditions are: (i) Atlantic Securitization and its Related CP Issuer must have determined reasonably and in good faith that the funding of its share of the Net Investment through the issuance of Commercial Paper is not possible. (ii) Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets for a period of eight (8) consecutive calendar months to fund the CACIB Group’s share of the Net Investment. (iii) The Bank Investor in the CACIB Group has funded the CACIB Group’s entire share of the Net Investment for a period of eight (8) consecutive calendar months. (iv) The last day of such eight-month period falls more than two (2) years after the date of the most recent amendment or restatement of this Agreement that has included an extension of the Commitment Termination Date.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Purchase of Interests of the CACIB Group. (a) Upon the satisfaction of the conditions set forth in paragraphs (i) through (viviv) below, Credit Agricole, as Administrative Agent for the CACIB Group, may provide written notice (such notice, a “CACIB Notice”) to the Transferor, with a copy to the Agent and each other Administrative Agent, advising the addressees of the CACIB Notice that the CACIB Group is exercising its rights under this Section 10.15. If Credit Agricole has provided the CACIB Notice, the Transferor will be required to purchase the CACIB Group’s interest in the Transferred Interest (to the extent not transferred by the CACIB Group pursuant to subsection (b)) on a Business Day that is specified in the CACIB Notice, which must be not less than forty-five (45) days after the delivery of the CACIB Notice (the “CACIB Repurchase Date”). The applicable conditions are:
(i) Atlantic Securitization and its Related CP Issuer must have determined reasonably and in good faith that the funding of its share of the Net Investment through the issuance of Commercial Paper is not possible.
(ii) Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets for a period of eight (8) consecutive calendar months to fund the CACIB Group’s share of the Net Investment.
(iii) The Bank Investor in the CACIB Group has funded the CACIB Group’s entire share of the Net Investment for a period of eight (8) consecutive calendar months.
(iv) The last day Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets on any date that falls after the end of such eight-month period falls more than two (2) years after but before the date on which Credit Agricole provides the CACIB Notice.
(b) Promptly after delivering the CACIB Notice, Credit Agricole, as Administrative Agent for the CACIB Group, will commence using its commercially reasonable best efforts to sell its entire interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, in each case to one or more of the most recent amendment other Related Groups or restatement to one or more other financial institutions that are reasonably acceptable to the Agent, or any combination of this Agreement such potential purchasers, all in accordance with Section 9.7. However, the CACIB Group will not be required to sell any portion of its interest in the Transferred Interest for any consideration not payable in immediate funds or for less than the purchase price that has included an extension the Transferor would be required to pay under subsection (c). To the extent reasonably practicable, Credit Agricole must keep the Transferor fully apprised on a current basis of the Commitment Termination status of its efforts to sell its interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, so that the Transferor can make informed decisions about how to make arrangements to satisfy its obligations under subsection (c).
(c) Not earlier than the tenth day and not later than the fifth day before the CACIB Repurchase Date., Credit Agricole must deliver written notice to the Transferor (a “CACIB Repurchase Notice”), with a copy to the Agent, specifying the portion of the CACIB Group’s interest in the Transferred Interest that the CACIB Group has not transferred to another party pursuant to subsection (b) (the “Unsold Transferred Interest”). The CACIB Repurchase Notice must also specify the CACIB Repurchase Price (as defined below):
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Purchase of Interests of the CACIB Group. (a) Upon the satisfaction of the conditions set forth in paragraphs (i) through (viviv) below, Credit Agricole, as Administrative Agent for the CACIB Group, may provide written notice (such notice, a “CACIB Notice”) to the Transferor, with a copy to the Agent and each other Administrative Agent, advising the addressees of the CACIB Notice that the CACIB Group is exercising its rights under this Section 10.15. If Credit Agricole has provided the CACIB Notice, the Transferor will be required to purchase the CACIB Group’s interest in the Transferred Interest (to the extent not transferred by the CACIB Group pursuant to subsection (b)) on a Business Day that is specified in the CACIB Notice, which must be not less than forty-five (45) days after the delivery of the CACIB Notice (the “CACIB Repurchase Date”). The applicable conditions are:
(i) Atlantic Securitization and its Related CP Issuer must have determined reasonably and in good faith that the funding of its share of the Net Investment through the issuance of Commercial Paper is not possible.
(ii) Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets for a period of eight (8) consecutive calendar months to fund the CACIB Group’s share of the Net Investment.
(iii) The Bank Investor in the CACIB Group has funded the CACIB Group’s entire share of the Net Investment for a period of eight (8) consecutive calendar months.
(iv) The last day Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets on any date that falls after the end of such eight-month period falls more than two (2) years after but before the date on which Credit Agricole provides the CACIB Notice.
(b) Promptly after delivering the CACIB Notice, Credit Agricole, as Administrative Agent for the CACIB Group, will commence using its commercially reasonable best efforts to sell its entire interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, in each case to one or more of the most recent amendment other Related Groups or restatement to one or more other financial institutions that are reasonably acceptable to the Agent, or any combination of this Agreement such potential purchasers, all in accordance with Section 9.7. However, the CACIB Group will not be required to sell any portion of its interest in the Transferred Interest for any consideration not payable in immediate funds or for less than the purchase price that has included an extension the Transferor would be required to pay under subsection (c). To the extent reasonably practicable, Credit Agricole must keep the Transferor fully apprised on a current basis of the Commitment Termination status of its efforts to sell its interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, so that the Transferor can make informed decisions about how to make arrangements to satisfy its obligations under subsection (c).
(c) Not earlier than the tenth day and not later than the fifth day before the CACIB Repurchase Date., Credit Agricole must deliver written notice to the Transferor (a “CACIB Repurchase Notice”), with a copy to the Agent, specifying the portion of the CACIB Group’s interest in the Transferred Interest that the CACIB Group has not transferred to another party pursuant to subsection (b) (the “Unsold Transferred Interest”). The CACIB Repurchase Notice must also specify the CACIB Repurchase Price (as defined below):
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Purchase of Interests of the CACIB Group. (a) Upon the satisfaction of the conditions set forth in paragraphs (i) through (vivv) below, Credit Agricole, as Administrative Agent for the CACIB Group, may provide written notice (such notice, a “CACIB Notice”) to the Transferor, with a copy to the Agent and each other Administrative Agent, advising the addressees of the CACIB Notice that the CACIB Group is exercising its rights under this Section 10.15. If Credit Agricole has provided the CACIB Notice, the Transferor will be required to purchase the CACIB Group’s interest in the Transferred Interest (to the extent not transferred by the CACIB Group pursuant to subsection (b)) on a Business Day that is specified in the CACIB Notice, which must be not less than forty-five (45) days after the delivery of the CACIB Notice (the “CACIB Repurchase Date”). The applicable conditions are:
(i) Atlantic Securitization and its Related CP Issuer must have determined reasonably and in good faith that the funding of its share of the Net Investment through the issuance of Commercial Paper is not possible.
(ii) Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets for a period of eight (8) consecutive calendar months to fund the CACIB Group’s share of the Net Investment.
(iii) The Bank Investor in the CACIB Group has funded the CACIB Group’s entire share of the Net Investment for a period of eight (8) consecutive calendar months.
(iv) The last day of such eight-month period falls more than two (2) years after the date of the most recent amendment or restatement of this Agreement that has included an extension of the Commitment Termination Date.
(v) Atlantic Securitization and its Related CP Issuer have been unable to access the commercial paper markets on any date that falls after the end of such eight-month period but before the date on which Credit Agricole provides the CACIB Notice.
(b) Promptly after delivering the CACIB Notice, Credit Agricole, as Administrative Agent for the CACIB Group, will commence using its commercially reasonable best efforts to sell its entire interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, in each case to one or more of the other Related Groups or to one or more other financial institutions that are reasonably acceptable to the Agent, or any combination of such potential purchasers, all in accordance with Section 9.7. However, the CACIB Group will not be required to sell any portion of its interest in the Transferred Interest for any consideration not payable in immediate funds or for less than the purchase price that the Transferor would be required to pay under subsection (c). To the extent reasonably practicable, Credit Agricole must keep the Transferor fully apprised on a current basis of the status of its efforts to sell its interest in the Transferred Interest and assign its other rights, obligations and duties under this Agreement, so that the Transferor can make informed decisions about how to make arrangements to satisfy its obligations under subsection (c).
(c) Not earlier than the tenth day and not later than the fifth day before the CACIB Repurchase Date, Credit Agricole must deliver written notice to the Transferor (a “CACIB Repurchase Notice”), with a copy to the Agent, specifying the portion of the CACIB Group’s interest in the Transferred Interest that the CACIB Group has not transferred to another party pursuant to subsection (b) (the “Unsold Transferred Interest”). The CACIB Repurchase Notice must also specify the CACIB Repurchase Price (as defined below):
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)