Working Capital Debt. The Borrower may incur senior secured or unsecured Indebtedness in addition to other Senior Debt not exceeding the sum of (x) one billion five hundred million Dollars ($1,500,000,000) and, if Train 6 Debt has been incurred or the Train 6 FID Date has occurred, one billion eight hundred million Dollars ($1,800,000,000) in the aggregate, the proceeds of which shall be used solely for working capital purposes (including the issuance of letters of credit) related to the Project of which not more than two hundred million Dollars ($200,000,000) may be used for working capital purposes other than the cost of purchasing or transporting (including storing) natural gas and (y) four hundred sixty million Dollars ($460,000,000) and, if Train 6 Debt has been incurred or the Train 6 FID Date has occurred, five hundred fifty million Dollars ($550,000,000) in the aggregate, the proceeds of which shall be used for purposes of issuing Acceptable Debt Service Reserve LCs in lieu of cash deposits into the Senior Debt Facilities Debt Service Reserve Account (the "Working Capital Debt"), only if, prior to or on the date of incurrence thereof, the following conditions have been satisfied or waived by the Required Secured Parties:
(a) no Default or Event of Default:
(i) shall have occurred and be continuing; or
(ii) results from the incurrence of such Working Capital Debt;
(b) the Senior Debt Instrument governing such Working Capital Debt shall include a provision requiring the Borrower to reduce the principal amount relating to any revolving loans to zero Dollars ($0) for a period of not less than five (5) consecutive Business Days at least once per calendar year; provided, however that such provision may except any such loans incurred to repay reimbursement amounts due under drawn letters of credit so long as the tenor of such loans is not greater than twelve (12) months;
(c) the Secured Debt Holder Group Representative for any Secured Working Capital Debt shall have entered into an Accession Agreement in accordance with Section
Working Capital Debt. If the Borrower incurs any Working Capital Debt pursuant to Section 2.4 (Working Capital Debt), it shall use commercially reasonable efforts to ensure that the maturity date of such Working Capital Debt (but excluding for purposes thereof, any LC Loans (as defined in the Working Capital Facility Agreement) issued thereunder with maturity dates of 365 days or less) shall not occur prior to the Final Maturity Date.
Working Capital Debt. For so long as no Event of Default or Unmatured Event of Default has occurred and is Continuing or would occur after giving effect to the incurrence of the Working Capital Debt, the Company may incur Working Capital Debt in an amount that, at any point in time, does not in the aggregate exceed the sum of (a) $250,000,000 plus (b) the aggregate amount of working capital that the Company reasonably expects will need to be available to the Development (including pursuant to letters of credit) in order to purchase, transport or store Gas and/or meet credit support requirements under Gas purchase, transport or storage agreements in order to supply the LNG amounts contemplated under all LNG SPAs then in effect, plus (c) an amount equivalent to the then-applicable Reserve Amount required to be deposited in the Senior Debt Service Reserve Account pursuant to Section 4.5 of the CSAA or, if there is no requirement to fund the debt service reserve account with respect to the then-outstanding Senior Debt Obligations, an amount equal to the Reserve Amount that would have been then applicable had such requirement existed. In connection with the incurrence of any Working Capital Debt:
(1) the provider of Working Capital Debt (or a Senior Creditor Group Representative on its behalf) that is secured shall accede as a Senior Creditor to the CSAA and the Common Terms Agreement and the Intercreditor Agreement, if such agreements are still outstanding, and shall share pari passu in the Collateral; and
(2) in respect of Working Capital Debt that is secured, the Intercreditor Agent shall have received a certificate from an Authorized Officer at least five (5) days prior to the incurrence of such Working Capital Debt that (i) identifies each Senior Creditor Group Representative for, and each holder of, any such Working Capital Debt, and (ii) attaches a copy of each proposed Senior Debt Instrument relating to any such Working Capital Debt.
Working Capital Debt. In order to fund working capital for the Company, the Company will incur the Working Capital Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Working Capital Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The Company and the Executive acknowledge and agree that the obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Working Capital Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between the RTI Member (or any of its successors or assigns) and the Company or Executive, or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company or Executive against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.
Working Capital Debt. Upon consummation of all the conditions set forth in SECTION 6.1, no more than $15,000,000 of Working Capital Loans shall be outstanding.
Working Capital Debt. The Borrower shall not incur Working Capital Debt (other than Working Capital Debt incurred under this Agreement) prior to the Credit Agreement Maturity Date unless no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur after giving effect to and as a result of the incurrence of the Working Capital Debt and such Working Capital Debt is denominated in Dollars. Prior to the Credit Agreement Maturity Date, the Borrower shall not incur Working Capital Debt in excess of $3,000,000,000 (including the Working Capital Debt incurred under this Agreement).
Working Capital Debt. If the Borrower incurs any Working Capital Debt pursuant to Section 2.4 (Working Capital Debt), it shall use commercially reasonable efforts to ensure that the maturity date of such Working Capital Debt shall not occur prior to the Final Maturity Date.
Working Capital Debt. The Borrower shall not incur Working Capital Debt (other than Working Capital Debt incurred under this Agreement) prior to the Credit Agreement Maturity Date unless no Default or Event of Default has occurred and is continuing or could reasonably be expected to occur after giving effect to and as a result of the incurrence of the Working Capital Debt and such Working Capital Debt is denominated in Dollars. Prior to the Credit Agreement Maturity Date, the Borrower shall not incur Working Capital Debt in excess of $3,000,000,000 (including the Working Capital Debt incurred under the CD Credit Agreement).
Working Capital Debt. (a) The Borrower may incur senior secured Indebtedness, including the issuance of letters of credit, the proceeds of which shall be permitted to be used solely for working capital purposes related to the Project (the “Working Capital Debt”).
(b) On the Closing Date, the CD Revolving Lenders will make available to the Borrower and the Borrower will incur Working Capital Debt under the CD Revolving Loans pursuant to the CD Credit Agreement, which shall constitute Working Capital Debt hereunder.
(c) After the Closing Date, the Borrower may only incur Working Capital Debt if, on the date of the incurrence of such Working Capital Debt, the following conditions have been satisfied or waived by the P1 Intercreditor Agent (acting upon the direction of the Required Senior Secured Debt Holders):
(i) no CTA Default or CTA Event of Default shall have occurred and be continuing or shall result from the incurrence of such Working Capital Debt;
(ii) the Senior Secured Debt Instrument governing such Working Capital Debt shall include a provision requiring the Borrower to reduce the principal amount relating to any revolving working capital loans to zero Dollars for a period of not less than five consecutive Business Days at least once per calendar year; provided, that this requirement shall not apply at any time prior to the Project Completion Date and this requirement shall not apply to letters of credit outstanding or Senior Secured Debt outstanding as a result of a draw under a letter of credit; provided, further, that the foregoing shall not limit the utilization by the Borrower of other Indebtedness for such purposes so long as such other Indebtedness is permitted to be incurred pursuant to Section 5.4 and the terms and conditions of such Indebtedness permit such utilization; and
(iii) the Senior Secured Debt Holder Representative for the Working Capital Debt shall have entered into a Common Terms Accession Agreement and a CIA Accession Confirmation in accordance with Section 2.7.
(d) Prior to the incurrence of Working Capital Debt, the Borrower shall deliver to the P1 Intercreditor Agent a certificate from an Authorized Officer of the Borrower, substantially in the form set out in Exhibit C, which certificate shall (A) certify as to the satisfaction of the conditions set forth in Section 2.3(c)(i) and Section 2.3(c)(ii) above in connection with the incurrence of any such Working Capital Debt, (B) identify each Senior Secured Debt Holder Representative and each Holde...
Working Capital Debt. In order to fund working capital for the Company, the Company will incur the Working Capital Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Working Capital Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Working Capital Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between the RTI Member (or any of its successors or assigns) and the Company , or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.
