4 - (e) Any capitalized terms used in this Agreement, but not otherwise defined herein, shall have the meaning set forth in the Indenture. Any capitalized terms used in any Schedule, but not otherwise defined in that Schedule, shall have the meaning...
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[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. EXECUTION VERSION REVOLVING CREDIT AGREEMENT dated as of October 31, 2023 among XXXXXX ENGINE STRUCTURED TRUST VII, as Borrower BANK OF AMERICA, N.A., as the Initial Liquidity Facility Provider and XXXXXX LEASE FINANCE CORPORATION, as the Administrative Agent relating to Xxxxxx Engine Structured Trust VII Series A Notes - i - TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ............................................................................................................3 Section 1.01. Definitions....................................................................................................3 Section 1.02. Disclaimer of Liability; SOFR Rate ..........................................................15 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT .............................................16 Section 2.01. The Advances.............................................................................................16 Section 2.02. Making of Advances ..................................................................................16 Section 2.03. Fees ............................................................................................................18 Section 2.04. Termination of the Maximum Facility Commitment.................................19 Section 2.05. Repayments of Facility Advances .............................................................19 Section 2.06. Repayments of Provider Advances ............................................................19 Section 2.07. Payments to the Initial Liquidity Facility Provider Under the Indenture ....................................................................................................20 Section 2.08. Book Entries...............................................................................................21 Section 2.09. Payments from Available Funds Only .......................................................21 Section 2.10. Extension of the Expiry Date; Replacement Liquidity Facility; Non-Extension Advance ............................................................................21 Section 2.11. Use of Downgrade Advances and Non-Extension Advances ....................22 ARTICLE III OBLIGATIONS OF THE BORROWER ...............................................................22 Section 3.01. Increased Costs ..........................................................................................22 Section 3.02. [Intentionally omitted] ...............................................................................23 Section 3.03. Withholding Taxes .....................................................................................23 Section 3.04. Payments ....................................................................................................26 Section 3.05. Computations .............................................................................................27 Section 3.06. Payment on Non-Business Days ................................................................27 Section 3.07. Interest........................................................................................................27 Section 3.08. Benchmark Replacement Setting ...............................................................28 Section 3.09. Funding Loss Indemnification ...................................................................30 Section 3.10. Illegality .....................................................................................................30 Section 3.11. Inability to Determine Rates ......................................................................31 ARTICLE IV CONDITIONS PRECEDENT ................................................................................31 Section 4.01. Conditions Precedent to Effectiveness of Section 2.01 .............................31 - ii - Section 4.02. Conditions Precedent to Borrowing ...........................................................32 ARTICLE V COVENANTS..........................................................................................................32 Section 5.01. Affirmative Covenants of the Borrower ....................................................32 Section 5.02. Covenants Regarding Notices ....................................................................33 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT ..................................................................33 Section 6.01. Liquidity Events of Default .......................................................................33 ARTICLE VII MISCELLANEOUS ..............................................................................................34 Section 7.01. No Oral Modifications or Continuing Waivers .........................................34 Section 7.02. Notices .......................................................................................................34 Section 7.03. No Waiver; Remedies ................................................................................35 Section 7.04. Further Assurances.....................................................................................35 Section 7.05. Indemnification Survival of Certain Provisions ........................................35 Section 7.06. Liability of the Initial Liquidity Facility Provider .....................................35 Section 7.07. Nonpetition ................................................................................................36 Section 7.08. Certain Costs and Disbursements ..............................................................36 Section 7.09. Binding Effect; Participations ....................................................................37 Section 7.10. Severability ................................................................................................38 Section 7.11. Governing Law ..........................................................................................38 Section 7.12. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity ....................................................................................................38 Section 7.13. Counterparts ...............................................................................................39 Section 7.14. Entirety .......................................................................................................39 Section 7.15. Headings ....................................................................................................39 Section 7.16. Patriot Act ..................................................................................................39 Section 7.17. Initial Liquidity Facility Provider’s Obligation to Make Advances ..........39 Annex I - Facility Advance Notice of Borrowing Annex II - Non-Extension Advance Notice of Borrowing Annex III - Downgrade Advance Notice of Borrowing Annex IV - Final Advance Notice of Borrowing Annex V - Notice of Termination - 3 - REVOLVING CREDIT AGREEMENT This REVOLVING CREDIT AGREEMENT dated as of October 31, 2023 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is made by and among XXXXXX ENGINE STRUCTURED TRUST VII, a Delaware statutory trust (the “Borrower”), BANK OF AMERICA, N.A., a national banking association (“BOA”), as Initial Liquidity Facility Provider (the “Initial Liquidity Facility Provider”), and XXXXXX LEASE FINANCE CORPORATION, a Delaware corporation, in its capacity as the Administrative Agent (the “Administrative Agent”). W I T N E S S E T H: WHEREAS, the Borrower and U.S. Bank National Association, a national banking association, not in its individual capacity but as Trustee (the “Trustee”), the Administrative Agent and the Initial Liquidity Facility Provider entered into the Trust Indenture dated as of October 31, 2023 (the “Indenture”) and pursuant to the Indenture the Borrower is issuing Series A Notes; and WHEREAS, the Indenture provides for the Borrower to enter into an “Initial Liquidity Facility” (as defined in the Indenture), in order to, inter alia, support the timely payment of a portion of the interest on the Initial Series A Notes (the “Specified Series”) in accordance with their terms, and the Borrower has requested BOA to enter into this Agreement as the Initial Liquidity Facility providing for (among other things) the Administrative Agent on behalf of the Borrower to request in specified circumstances that Advances be made hereunder; NOW, THEREFORE, in consideration of the mutual agreements herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. (a) The definitions stated herein apply equally to both the singular and the plural forms of the terms defined. (b) All references in this Agreement to designated “Articles”, “Sections”, “Annexes” and other subdivisions are to the designated Article, Section, Annex or other subdivision of this Agreement, unless otherwise specifically stated. (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Annex or other subdivision. (d) Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, it shall be deemed to be followed by the phrase “without limitation”.
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- 4 - (e) Any capitalized terms used in this Agreement, but not otherwise defined herein, shall have the meaning set forth in the Indenture. Any capitalized terms used in any Schedule, but not otherwise defined in that Schedule, shall have the meaning set forth in this Agreement. (f) For the purposes of this Agreement, unless the context otherwise requires, the following capitalized terms shall have the following meanings: “ABR” means, for any day, as determined by the Initial Liquidity Facility Provider, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus 0.50%. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, respectively. “ABR Advance” means any Advance that bears interest based on the ABR. “Advance” means a Facility Advance, a Downgrade Advance, a Non-Extension Advance or a Final Advance as the case may be. “Agreement” means this Revolving Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. “Applicable Liquidity Rate” has the meaning specified in Section 3.07(g). “Applicable Margin” means 3.00% per annum. “Applied Downgrade Advance” has the meaning specified in Section 2.06(a). “Applied Non-Extension Advance” has the meaning specified in Section 2.06(a). “Applied Provider Advance” means an Applied Downgrade Advance or an Applied Non- Extension Advance. “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.08(d). “Available Amount” means, subject to the proviso contained in Section 3.14(g) of the Indenture, at any date of determination, (a) the Maximum Facility Commitment at such time less (b) the aggregate amount of all Facility Advances under the Initial Liquidity Facility outstanding at such time; provided that following a Downgrade Advance, a Final Advance or a Non-Extension Advance, the Available Amount shall be zero, provided further that, in the case of a Downgrade Advance, if the Initial Liquidity Facility ceases to be a Downgraded Facility, the Available Amount shall initially be reinstated to an amount equal to the amount of any Unapplied Provider Advance that is reimbursed to the Initial Liquidity Facility Provider pursuant to Section 2.06(c) - 5 - and thereafter the Available Amount shall be determined as if no Downgrade Advance had occurred. “Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.08(a). “Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Initial Liquidity Facility Provider for the applicable Benchmark Replacement Date: (a) Daily Simple SOFR; or (b) the sum of: (i) the alternate benchmark rate that has been selected by the Initial Liquidity Facility Provider and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar- denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time. “Benchmark Replacement Date” means a date and time determined by the Initial Liquidity Facility Provider, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or - 6 - such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non- representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is - 7 - a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Section 3.08 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Section 3.08. “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230, as amended from time to time. “Borrower” has the meaning specified in the introductory paragraph to this Agreement. “Borrowing” means the making of Advances requested by delivery of a Notice of Borrowing. “Code” means the Internal Revenue Code of 1986, as amended. “Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Initial Liquidity Facility Provider decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Initial Liquidity Facility Provider in a manner substantially consistent with market practice (or, if the Initial Liquidity Facility Provider decides that adoption of any portion of such market practice is not administratively feasible or if the Liquidity Facility Provider determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Initial Liquidity Facility Provider decides is reasonably necessary in connection with the administration of this Agreement). “CRD IV” means:
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- 8 - (i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms; and (ii) Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC. “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Initial Liquidity Facility Provider in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Initial Liquidity Facility Provider decides that any such convention is not administratively feasible for the Initial Liquidity Facility Provider, then the Initial Liquidity Facility Provider may establish another convention in its reasonable discretion. “Disbursements” means liabilities, losses, damages, costs and expenses (including, without limitation, reasonable fees and disbursements of legal counsel), provided that Disbursements shall not include any Taxes other than sales, use and value added taxes imposed on fees and expenses payable pursuant to Section 7.07. “Dollars” means the lawful currency of the United States. “Downgrade Advance” means an Advance made pursuant to Section 2.02(c). “Downgrade Event” means (A) in the case of the initial Initial Liquidity Facility Provider, a downgrading of the Initial Liquidity Facility Provider’s published long-term issuer credit, long-term issuer default or senior unsecured debt rating, issued by either Fitch or KBRA (in each case, if any), or (B) in the case of any assignee or successor Initial Liquidity Facility Provider (including any provider of a Replacement Liquidity Facility), a downgrading of such provider’s published long-term issuer credit, long-term issuer default or senior unsecured debt rating, issued by either Fitch or KBRA (in each case, if any), or, if such provider qualifies as an Eligible Provider based upon its obligations under the Replacement Liquidity Facility being guaranteed by an Affiliate who meets the applicable Threshold Rating requirements, then a Downgrade Event with respect to such provider shall mean (i) a downgrading of such Affiliate’s published long-term issuer credit, long-term issuer default or senior unsecured debt rating, issued by either Fitch or KBRA (in each case, if any) below the applicable Threshold Rating, or (ii) such Affiliate’s guarantee (so long as such successor Initial Liquidity Facility Provider has not been replaced pursuant to an assignment or Replacement Liquidity Facility permitted hereunder) ceasing to be in full force and effect or becoming invalid or unenforceable or such Affiliate denying its liability thereunder. “Downgrade Period” has the meaning specified in Section 2.02(c). “Downgraded Facility” has the meaning specified in Section 2.02(c). - 9 - “Effective Date” has the meaning specified in Section 4.01. The delivery of the certificate of the Initial Liquidity Facility Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. “Excluded Taxes” means any of the following Taxes imposed on or with respect to an Initial Liquidity Facility Provider or required to be withheld or deducted from a payment to the Initial Liquidity Facility Provider, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Initial Liquidity Facility Provider being organized under the laws of, or having its principal office or its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Initial Liquidity Facility Provider with respect to an applicable interest in this Agreement or any Related Documents pursuant to a law in effect on the date on which (i) the initial Liquidity Facility Provider acquires such interest or (ii) the Initial Liquidity Facility Provider changes its Lending Office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to the Initial Liquidity Facility Provider’s assignor immediately before the Initial Liquidity Facility Provider became a party hereto or to the Initial Liquidity Facility Provider immediately before it changed its Lending Office, (c) Taxes attributable to the Initial Liquidity Facility Provider’s failure to comply with Section 3.03(e), (d) any U.S. federal withholding Taxes imposed under FATCA and (e) any Tax attributable to the inaccuracy in or breach by the Initial Liquidity Facility Provider of any of its representations, warranties or covenants contained in any Related Document to which it is a party or the inaccuracy of any form or document furnished pursuant thereto. “Expiry Date” means October 30, 2024 initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. “Extension Request” means a written request, from a Responsible Officer of the Administrative Agent on behalf of the Borrower, to the Initial Liquidity Facility Provider requesting that the Initial Liquidity Facility Provider extend the Expiry Date. “Facility Advance” means an Advance made pursuant to Section 2.02(a). “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with either the implementation of such sections of the Code. “Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%. - 10 - “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States. “Fee Letter” means the Fee Letter between the Initial Liquidity Facility Provider and the Borrower with respect to the Initial Liquidity Facility. “Final Advance” means an Advance made pursuant to Section 2.02(d). “Final Repayment Date” means the date that is 15 days after the Final Maturity Date of the Specified Series. “Floor” means a rate of interest equal to 0.0%. “Increased Cost” has the meaning specified in Section 3.01. “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under this Agreement or any Related Document and (b) to the extent not otherwise described in (a), Other Taxes. “Indenture” has the meaning specified in the recitals to this Agreement. “Initial Liquidity Facility” means the financial accommodation made available by the Initial Liquidity Facility Provider to the Borrower pursuant to the terms of this Agreement. “Initial Liquidity Facility Interest Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times (except pursuant to Section 3.07(e)) be equal to Term SOFR plus the Applicable Margin. “Initial Liquidity Facility Provider” has the meaning specified in the introductory paragraph to this Agreement. “Insolvency Proceeding” means any proceeding of the type referred to in clause (e) or (f) of Section 4.01 of the Indenture in respect of the Borrower. “Interest Period” means, with respect to any Advance, each of the following periods: (i) the period beginning on (and including) the third U.S. Government Securities Business Day following either (A) the date of the Initial Liquidity Facility Provider’s receipt of the Notice of Borrowing for such Advance or (B) the date of the withdrawal of funds from the Liquidity Facility Reserve Account, for the purpose of paying part or all of any Shortfall as contemplated by Section 2.06(a) hereof and, in each case, ending on (but excluding) the next succeeding Payment Date; and (ii) each subsequent period commencing on (and including) the last day of the immediately preceding Interest Period and ending on (but excluding) the next Payment Date (or if such Payment Date is not a U.S. Government Securities Business Day, the next succeeding U.S. Government Securities Business Day); - 11 - provided, however, that if (a) the Final Advance shall have been made pursuant to Section 2.02(d) hereof or (b) other outstanding Advances shall have been converted into the Final Advance pursuant to Section 6.01, then the Interest Periods for such Advances shall be successive periods of one month from and including the third U.S. Government Securities Business Day following the Initial Liquidity Facility Provider’s receipt of the Notice of Borrowing for such Final Advance (in the case of clause (a) above) or the Payment Date following such conversion (in the case of clause (b) above), each such one month period to be subject to the “following business day” methodology set forth in clause (ii) above; provided further, however, that notwithstanding the Interest Period for purposes of determining Term SOFR with respect to the Final Advance in the case of clause (a) above, all payments to be made by the Borrower shall be made on Payment Dates in accordance with Section 2.05 hereof and Article III of the Indenture. “IRS” means the United States Internal Revenue Service. “Lending Office” means the lending office of the Initial Liquidity Facility Provider presently located at Charlotte, North Carolina or such other lending office as the Initial Liquidity Facility Provider from time to time shall notify the Administrative Agent as its lending office hereunder; provided that unless the Initial Liquidity Facility Provider changes the lending office subsequent to any Tax being imposed by the United States or any political subdivision or taxing authority thereof or therein, the Initial Liquidity Facility Provider shall not change its Lending Office without the prior written consent of the Borrower (such consent not to be unreasonably withheld). “Liquidity Facility Event of Default” means (i) the serving of a Default Notice to the Borrower following the occurrence of an Event of Default or (ii) the occurrence of an Acceleration Default under the Indenture. “Liquidity Facility Non-Use Fee” has the meaning specified in the fee letter dated the date hereof between the Borrower and the Initial Liquidity Facility Provider. “Liquidity Facility Reserve Account” has the meaning specified in the Indenture. “Liquidity Indemnitee” means (i) the Initial Liquidity Facility Provider, (ii) the directors, officers, employees and agents of the Initial Liquidity Provider and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive. “Maximum Facility Commitment” means initially $32,800,000 and, at any time thereafter, an amount (not exceeding such initial amount) equal to 12 months of interest at the Stated Rate (but not including any Step-Up Interest) on the actual Outstanding Principal Balance of the Specified Series as of the most recent Payment Date after all payments of principal on such Payment Date. “Non-Extension Advance” means an Advance made pursuant to Section 2.02(b). “Non-Extended Facility” means the facility provided for in this Agreement after the delivery of a Non-Extension Notice pursuant to Section 2.10. “Notice of Borrowing” has the meaning specified in Section 2.02(e).
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- 12 - “Other Connection Taxes” means, with respect to the Initial Liquidity Facility Provider, Taxes imposed as a result of a present or former connection between the Initial Liquidity Facility Provider and the jurisdiction imposing such Tax (other than connections arising from the Initial Liquidity Facility Provider having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any Related Document, or sold or assigned an interest in this Agreement or any Related Document). “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Related Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. “Participation” has the meaning specified in Section 7.09(b). “Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”. “Permitted Participant” means any Person that: (a) is not an aviation portfolio investment company, Xxxxxx or any affiliate of Xxxxxx; and (b) is a commercial banking institution that is a body corporate and is engaged in the active conduct of a banking business in such jurisdiction of its organization, holds its Participation in connection with such banking business in such jurisdiction, is regulated as a commercial banking institution by the appropriate regulatory authorities in such jurisdiction. “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Initial Liquidity Facility Provider as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Initial Liquidity Facility Provider as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. “Provider Advance” means a Downgrade Advance or a Non-Extension Advance. “Reference Banks” means the principal London offices of Bank of America, N.A. and such other or additional banking institutions as may be designated from time to time by mutual agreement of the Borrower and the Initial Liquidity Facility Provider. “Regulatory Change” means (a) the enactment, adoption or promulgation, after the date of this Agreement, of any law, rule, regulation or treaty by a United States federal or state government or by any government having jurisdiction over the Initial Liquidity Facility Provider, (b) any change, after the date of this Agreement, in any such law, rule, regulation or treaty, or in the administration, interpretation, implementation or application thereof by any governmental - 13 - authority, central bank or comparable agency of the United States or any government having jurisdiction over the Initial Liquidity Facility Provider charged with responsibility for the administration or application thereof, that shall impose, modify or deem applicable for the compliance by the Initial Liquidity Facility Provider (or its head office) with any applicable direction or requirement (whether or not having the force of law) of any central bank or competent governmental or other authority with respect to: (i) any reserve, special deposit or similar requirement against extensions of credit or other assets of, or deposits with or other liabilities of, the Initial Liquidity Facility Provider including, or by reason of, the Advances or (ii) any capital adequacy or liquidity requirement requiring the maintenance by the Initial Liquidity Facility Provider of additional capital or liquid assets in respect of any Advances or the Initial Liquidity Facility Provider’s obligation to make any such Advances or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued, and (y) any requests, rules, guidelines or directives based on the consultative papers of The Basel Committee on Banking Supervision entitled “Basel III, a global regulatory framework for more resilient banks and banking systems” dated December 2010 (revised June 2011) and “Basel III: the liquidity coverage ratio and liquidity risk monitoring tools” dated January 2013, in each case together with amendments thereto (collectively, “Basel III”) or “Standardised Measurement Approach (SMA) for operational risk Consultative Document”, in each case together with any amendments thereto (collectively, “Basel IV”) or arising out of any proposals or standards that affect or change how Basel III or Basel IV is to be implemented will not be treated as having been adopted or having come into effect before the date of this Agreement, and any such Regulatory Changes (including CRD IV) or requests, rules, guidelines or directives based on Basel III or Basel IV or any such proposals or standards shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having jurisdiction or regulatory authority over the Initial Liquidity Facility Provider, adopt any such requests, rules, guidelines or directives based on Basel III or Basel IV or any such proposals or standards in a jurisdiction applicable to the Initial Liquidity Facility Provider. “Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto. “Replacement Liquidity Facility” has the meaning specified in the Indenture. “Replenishment Amount” has the meaning specified in Section 2.06(b). “Shortfall” has the meaning specified in the Indenture. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). - 14 - “SOFR Advance” means an Advance that bears interest at a rate based on Term SOFR. “Specified Series” has the meaning specified in the recitals to this Agreement. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto. “Termination Date” means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Administrative Agent (acting at the written direction of the Borrower) delivers to the Initial Liquidity Facility Provider a certificate, signed by a Responsible Officer of the Administrative Agent, certifying that (x) all of the Specified Series have been paid in full (or provision has been made for such payment in accordance with the Indenture), (y) the Indenture has been discharged with respect to all of the Specified Series issued thereunder as contemplated by Section 11.01(a) of the Indenture, or (z) the Specified Series are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Administrative Agent (acting at the written direction of the Borrower) delivers to the Initial Liquidity Facility Provider a certificate, signed by a Responsible Officer of the Administrative Agent, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.14(e) of the Indenture; (iv) at the close of business on the fifth (5th) Business Day following the receipt by the Administrative Agent of a Termination Notice from the Initial Liquidity Facility Provider pursuant to Section 6.01; (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder; and (vi) the Final Repayment Date. “Termination Notice” means the Notice of Termination substantially in the form of Annex V to this Agreement. “Term SOFR” means, for any calculation with respect to a SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, provided that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor - 15 - “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Liquidity Facility Provider with the consent of the Borrower, each acting reasonably). “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR. “Threshold Rating” has the meaning specified in the Indenture. “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Unapplied Downgrade Advance” means any portion of a Downgrade Advance which is not an Applied Downgrade Advance. “Unapplied Non-Extension Advance” means any portion of a Non-Extension Advance which is not an Applied Non-Extension Advance. “Unapplied Provider Advance” means any Provider Advance other than an Applied Provider Advance. “United States” means the United States of America. “Unpaid Advance” has the meaning specified in Section 2.05. “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30). “Withholding Agent” means the Borrower and the Administrative Agent. Section 1.02. Disclaimer of Liability; SOFR Rate. The Initial Liquidity Facility Provider does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Initial Liquidity Facility Provider and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor
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- 16 - or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Initial Liquidity Facility Provider may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, the Administrative Agent or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. The Advances. The Initial Liquidity Facility Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day as set forth in this Article II during the period from the Effective Date until 12:00 noon (New York time) on the Expiry Date (unless the obligations of the Initial Liquidity Facility Provider shall be earlier terminated in accordance with the terms of Section 2.04) in an aggregate amount at any time outstanding not to exceed the Maximum Facility Commitment. Section 2.02. Making of Advances. (a) Each Facility Advance shall be made by the Initial Liquidity Facility Provider, in accordance with the provisions of Section 3.14(a) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of Xxxxx X, signed by a Responsible Officer of the Administrative Agent. The Initial Liquidity Facility Provider will make a Facility Advance in respect of any Payment Date only if there are one or more Shortfalls on such Payment Date. The amount of the Facility Advance will be the lesser of such Shortfalls on such Payment Date and the Available Amount at such time. Each Facility Advance shall be deposited in the Initial Liquidity Payment Account, as provided in Sections 3.01(k) and 3.14(b) of the Indenture. The Initial Liquidity Facility Provider shall not be obligated to make Facility Advances after the Termination Date. Each Facility Advance made hereunder shall automatically reduce the Available Amount and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Facility Advance (subject to reinstatement as provided in the next sentence). Subject to the provisions of Section 3.14(g) of the Indenture, upon repayment to the Initial Liquidity Facility Provider in full or in part of the amount of any Facility Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Available Amount shall be reinstated by an amount equal to the amount of such Facility Advance so repaid, but not to exceed the Maximum Facility Commitment; provided, however, that the Available Amount shall not be so reinstated at any time if (x) a Liquidity Facility Event of Default shall have occurred and be continuing or (y) a Downgrade Advance, a Non-Extension Advance or a Final Advance shall have occurred (unless, in the case of a Downgrade Advance, the Liquidity Facility has ceased to be a Downgraded Facility). - 17 - (b) Subject to Section 2.10, a Non-Extension Advance shall be made by the Initial Liquidity Facility Provider if the Liquidity Facility is not extended in accordance with Section 2.10 (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Administrative Agent as contemplated, and within the time period specified, by Section 2.10), in accordance with the provisions of Section 3.14(d) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX II, signed by a Responsible Officer of the Administrative Agent. The amount of the Non-Extension Advance shall be equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account in accordance with Sections 3.14(d) and 3.14(f) of the Indenture. (c) Upon the occurrence of a Downgrade Event (a) the Initial Liquidity Facility Provider agrees to provide a notice of such occurrence in accordance with Section 3.14(c) of the Indenture and (b) the Initial Liquidity Facility Provider or the Administrative Agent, on behalf of the Borrower, may request (in writing) that the Initial Liquidity Facility be replaced by a Replacement Liquidity Facility pursuant to Section 3.14(e)(ii) of the Indenture. Following the occurrence of a Downgrade Event, if the Initial Liquidity Facility is not replaced with a Replacement Liquidity Facility within a period (the “Downgrade Period”) beginning on the Downgrade Date and ending 60 days after the Downgrade Date (or if such 60th day is not a Business Day, on the immediately preceding Business Day) but not later than the then applicable Expiry Date, and if the Initial Liquidity Facility Provider does not obtain a Rating Agency Confirmation to the effect that such Downgrade Event will not cause the downgrading, withdrawal or suspension of the ratings of the Specified Series during such Downgrade Period, the Initial Liquidity Facility shall become a “Downgraded Facility” on the last day of the Downgrade Period and a Downgrade Advance shall be made by the Initial Liquidity Facility Provider, in accordance with the provisions of Section 3.14(c) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX III, signed by a Responsible Officer of the Administrative Agent, in an amount equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account in accordance with Sections 3.14(c) and 3.14(f) of the Indenture. (d) So long as the Termination Date has not occurred, a Final Advance shall be made by the Initial Liquidity Facility Provider following the receipt by the Administrative Agent of a Termination Notice from the Initial Liquidity Facility Provider pursuant to Section 6.01, in accordance with the provisions of Section 3.14(i) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX IV, signed by the Administrative Agent, in an amount equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account (in accordance with Sections 3.14(i) and 3.14(f) of the Indenture). (e) Each Borrowing shall be made by notice in writing (a “Notice of Borrowing”) in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given to the Initial Liquidity Facility Provider by the Administrative Agent on behalf of the Borrower, at least three (3) Business Days prior to the day on which the Borrowing is to be made available to the Administrative Agent. If a Notice of Borrowing is delivered by the Administrative Agent in respect of any Borrowing no later than 6 p.m. (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested - 18 - Borrowing, the Initial Liquidity Facility Provider shall make available to the Administrative Agent, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 12 noon (New York time) on the third Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Administrative Agent in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Administrative Agent in respect of any Borrowing after 6 p.m. (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Initial Liquidity Facility Provider shall make available to the Administrative Agent, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 12 noon (New York time) on the fourth Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Administrative Agent in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the account or accounts specified in the applicable Notice of Borrowing in accordance with such wire transfer instructions as shall be specified in such Notice of Borrowing for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Administrative Agent. Each Notice of Borrowing shall be effective upon delivery of a copy thereof to the Initial Liquidity Facility Provider at the address and in the manner specified in Section 7.02 hereof. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Administrative Agent’s payment instructions, the Initial Liquidity Facility Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Initial Liquidity Facility Provider shall not thereafter be obligated to make any further Advances available hereunder in respect of such Notice of Borrowing to the Administrative Agent or to any other Person (including the Trustee or any holder of a Note in a Specified Series). If the Initial Liquidity Facility Provider makes an Advance requested pursuant to a Notice of Borrowing before 6 p.m. (New York time) on the third Business Day (or fourth Business Day, as applicable) after the date of receipt of the Notice of Borrowing in accordance with Section 2.02(e), the Initial Liquidity Facility Provider shall have fully discharged its obligations hereunder with respect to such Advance and an event of default shall not have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), 2.02(c) or 2.02(d) to fund the Liquidity Facility Reserve Account, the Initial Liquidity Facility Provider shall have no interest in or rights to the Liquidity Facility Reserve Account, such Advance or any other amounts from time to time on deposit in the Liquidity Facility Reserve Account; provided that the foregoing shall not affect or impair the obligations of the Administrative Agent to make the distributions contemplated by Section 3.14(f) of the Indenture on behalf of the Borrower, and provided further, that the foregoing shall not affect or impair the rights of the Initial Liquidity Facility Provider to provide written instructions with respect to the investment and reinvestment of amounts in the Liquidity Facility Reserve Account to the extent provided in Section 3.02 of the Indenture. By paying to the account or accounts specified by the Administrative Agent in a Notice of Borrowing the proceeds of Advances requested by the Administrative Agent in accordance with the provisions of this Agreement, the Initial Liquidity Facility Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03. Fees. The Borrower agrees to pay to the Initial Liquidity Facility Provider the fees set forth herein and in the Fee Letter. - 19 - Section 2.04. Termination of the Maximum Facility Commitment. Upon the making of a Downgrade Advance, a Non-Extension Advance or a Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Initial Liquidity Facility Provider to make further Advances hereunder with respect to the Maximum Facility Commitment shall automatically and irrevocably terminate, and the Administrative Agent (on behalf of the Borrower) shall not be entitled to request any further Borrowing hereunder with respect to the Maximum Facility Commitment (except to the extent the Maximum Facility Commitment is reinstated pursuant to Section 2.06(c)). Section 2.05. Repayments of Facility Advances. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Initial Liquidity Facility Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Initial Liquidity Facility Provider (a) on each Payment Date, an amount equal to the amount of a Facility Advance or the Final Advance (any such Facility Advance or the Final Advance, until repaid, is referred to herein as an “Unpaid Advance”), plus (b) interest on the amount of each such Unpaid Advance in the amounts and on the dates determined as provided in Section 3.07; provided that if (i) the Initial Liquidity Facility Provider shall make a Provider Advance at any time after making one or more Facility Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Initial Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Facility Advances have reduced the Available Amount to zero, then such Facility Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into a Applied Downgrade Advances or Applied Non-Extension Advances, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Facility Advance is required to be repaid to the Initial Liquidity Facility Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Initial Liquidity Facility Provider agree that the repayment in full of each Facility Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Initial Liquidity Facility Provider. For the avoidance of doubt, interest payable on a Facility Advance or the Final Advance shall not be regarded as overdue unless such interest is not paid when due under Section 3.07. Section 2.06. Repayments of Provider Advances. (a) Xxxxxxx advanced hereunder in respect of a Provider Advance shall be deposited in the Liquidity Facility Reserve Account and invested and withdrawn from the Liquidity Facility Reserve Account as set forth in Sections 3.14(c), 3.14(d) and 3.14(f) of the Indenture. Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the Initial Liquidity Facility Provider, on each Payment Date, commencing on the first Payment Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance, in the amounts and on the dates determined as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from the Liquidity Facility Reserve Account for the purpose of paying part or all of a Shortfall in accordance with Section 3.14(a), of the Indenture (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an “Applied Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied Non-Extension Advance”) shall thereafter (subject to Section 2.06(b)) be treated as a Facility Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon
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- 40 - IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. - Signature Page - Revolving Credit Agreement WEST VII IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers or authorized representatives thereunto duly authorized as of the date first set forth above. XXXXXX ENGINE STRUCTURED TRUST VII, as Borrower By: /s/ Xxxxx X. Hole Name: Xxxxx X. Hole Title: Controlling Trustee - Signature Page - Revolving Credit Agreement WEST VII BANK OF AMERICA, N.A., as the Initial Liquidity Facility Provider By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director - Signature Page - Revolving Credit Agreement WEST VII XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Senior Vice President
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- 44 - ANNEX I to REVOLVING CREDIT AGREEMENT FACILITY ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned Administrative Agent (the “Administrative Agent”), hereby certifies on behalf of Xxxxxx Engine Structured Trust VII, as the Borrower, to Bank of America, N.A. (the “Initial Liquidity Facility Provider”), with reference to the Revolving Credit Agreement dated as of October 31, 2023, among the Borrower, the Administrative Agent, and the Initial Liquidity Facility Provider (as amended from time to time, the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Administrative Agent is delivering this Notice of Borrowing for the making of a Facility Advance by the Initial Liquidity Facility Provider to be used for a Shortfall the payment of which is payable on __________, _____ (the “Payment Date”) in accordance with the terms and provisions of the Specified Series and the Indenture, which Advance is requested to be made on __________, _____. The Facility Advance should be remitted to the Initial Liquidity Payment Account, the details of which are [insert wire and account details]. (2) The amount of the Facility Advance requested hereby (i) is $___________.__, to be applied in respect of funding the Initial Liquidity Payment Account in accordance with Section 3.14(b) and (f) of the Indenture, (ii) does not include any amount with respect to the payment of the principal of, Redemption Premium on, or breakage costs with respect to, the Specified Series, (iii) was computed in accordance with the provisions of the Specified Series, the Indenture (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Available Amount on the date hereof, and (v) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (3) Upon receipt by the Administrative Agent of the amount requested hereby, (a) the Administrative Agent will apply the same in accordance with the terms of Section 3.14(b) of the Indenture, (b) no portion of such amount shall be applied by the Administrative Agent for any other purpose, and (c) no portion of such amount until so applied shall be commingled with other funds held by the Administrative Agent. The Administrative Agent, for itself and on behalf of the Borrower, hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Facility Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Available Amount by an amount equal to the amount of the Facility Advance requested to be made hereby as set forth in clause (i) of paragraph (2) of this Notice of Borrowing and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. - 45 - IN WITNESS WHEREOF, the Administrative Agent has executed and delivered this Notice of Borrowing as of the _____ day of________ XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: ____________________________________ Name: Title: - 40 - SCHEDULE I TO LIQUIDITY ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Facility Advance Notice of Borrowing] - 47 - ANNEX II to REVOLVING CREDIT AGREEMENT NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned Administrative Agent (the “Administrative Agent”), hereby certifies on behalf of Xxxxxx Engine Structured Trust VII, as the Borrower, to Bank of America, N.A. (the “Initial Liquidity Facility Provider”), with reference to the Revolving Credit Agreement dated as of October 31, 2023, among the Borrower, the Administrative Agent, and the Initial Liquidity Facility Provider (as amended from time to time, the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Administrative Agent is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Initial Liquidity Facility Provider to be used for the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(d) of the Indenture, which Advance is requested to be made on __________, _____. The Non-Extension Advance should be remitted to the Liquidity Facility Reserve Account the details of which are [insert wire and account details]. (2) The amount of the Non-Extension Advance requested hereby (i) is $___________.__, which equals the Available Amount on the date hereof and is to be applied in respect of the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(d) of the Indenture, (ii) does not include any amount with respect to the payment of the principal of, Redemption Premium on, or breakage costs with respect to, the Specified Series, (iii) was computed in accordance with the provisions of the Specified Series and the Indenture (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (3) Upon receipt by the Administrative Agent of the amount requested hereby, (a) the Administrative Agent will deposit such amount in the Liquidity Facility Reserve Account and apply the same in accordance with the terms of Section 3.14(f) of the Indenture, (b) no portion of such amount shall be applied by the Administrative Agent for any other purpose, and (c) no portion of such amount until so applied shall be commingled with other funds held by the Administrative Agent. The Administrative Agent, for itself and on behalf of the Borrower, hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Initial Liquidity Facility Provider to make further Advances under the Liquidity Agreement and (B) following the making by the Initial Liquidity Facility Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Administrative Agent shall not be entitled to request any further Advances under the Liquidity Agreement.
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- 56 - ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION Xxxxxx Lease Finance Corporation 000 Xxx Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: General Counsel Re: Revolving Credit Agreement dated as of October 31, 2023, among Xxxxxx Engine Structured Trust VII, as Borrower, Xxxxxx Lease Finance Corporation, as Administrative Agent, and Bank of America, N.A., as Initial Liquidity Facility Provider (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence and continuance of a Liquidity Facility Event of Default (as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate at the close of business on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.14(i) of the Indenture (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE CREDIT AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. [PAGE INTENTIONALLY LEFT BLANK] - 57 - Very truly yours, BANK OF AMERICA, N.A., as the Initial Liquidity Facility Provider By: ____________________________________ Name: Title: cc: Xxxxxx Engine Structured Trust VII - 52 - ANNEX VI-A TO REVOLVING CREDIT AGREEMENT FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit Agreement dated as of October 31, 2023, the “Liquidity Agreement”, among Xxxxxx Engine Structured Trust VII, (the “Borrower”), Xxxxxx Lease Finance Corporation, (the “Administrative Agent”), and Bank of America, NA., (the “Initial Liquidity Facility Provider”). Pursuant to the provisions of Section 3.03 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Initial Liquidity Facility Provider with a certificate of its non-U.S. Person status on IRS Form W-8BEN, or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Initial Liquidity Facility Provider in writing, and (2) the undersigned shall have at all times furnished the Initial Liquidity Facility Provider with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] - 59 - ANNEX VI-B TO REVOLVING CREDIT AGREEMENT FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit Agreement dated as of October 31, 2023, the “Liquidity Agreement”, among Xxxxxx Engine Structured Trust VII, (the “Borrower”), Xxxxxx Lease Finance Corporation, (the “Administrative Agent”), and Bank of America, N.A. (the “Initial Liquidity Facility Provider”). Pursuant to the provisions of Section 3.03 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Initial Liquidity Facility Provider with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Initial Liquidity Facility Provider and (2) the undersigned shall have at all times furnished the Initial Liquidity Facility Provider with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]