Common use of Draws Clause in Contracts

Draws. (a) On the terms and conditions set forth herein, including this Section and Article Four, the Trust Administrator, on behalf of the Borrower, may from time to time prior to the Commitment Termination Date, notify the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator on behalf of the Borrower may only request one Draw be funded on the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocable. (b) Following receipt by the Administrative Agent of a Funding Request delivered prior to the Commitment Termination Date, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of the related Available Amount, which shall be comprised of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S). (c) Each Lender’s advance of a Draw shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investor. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Loan and Security Agreement (Carvana Co.)

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2023 Series N-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2023 Series N-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2023 Series N-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2023 Series N-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2023 Series N-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2023 Series N-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2023 Series N- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2023 Series N-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2023 Series N-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Royal Bank of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S). (c) Each Lender’s advance of a Draw shall be made available to the BorrowerCanada Corporate Banking – Municipals ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (12th Floor New York, New York TimeNY 10281-8098 Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) on ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and Royal Bank of Canada Manager, Compliance Credit and Transaction Management, Transit #▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 12th Floor, South Tower Toronto, Ontario M5J 2J5 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇@▇▇▇▇▇.▇▇▇ So long as the applicable Funding Date2023 Series N-2 Bonds bear interest in the Weekly Mode, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance Trustee shall be funded with “plan assets” of any Benefit Plan Investorthe Paying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2023 Series P-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2023 Series P-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2023 Series P-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2023 Series P-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2023 Series P-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2023 Series P-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2023 Series P-2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2023 Series P-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2023 Series P-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Federal Home Loan Bank of such Lender’s Commitment Percentage Topeka ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road Topeka, Kansas 66606 Attention: General Counsel Telephone: (Part AF▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ and Federal Home Loan Bank of Topeka ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road Topeka, Kansas 66606 Attention: Director of Capital Markets Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2023 Series P-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2024 Series C-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2024 Series C-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2024 Series C-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2024 Series C-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2024 Series C-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2024 Series C-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2024 Series C- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2024 Series C- 2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2024 Series C-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Royal Bank of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S). (c) Each Lender’s advance of a Draw shall be made available to the BorrowerCanada Corporate Banking – Municipals ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (12th Floor New York, New York TimeNY 10281-8098 Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) on ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and Royal Bank of Canada Manager, Compliance Credit and Transaction Management, Transit #▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 12th Floor, South Tower Toronto, Ontario M5J 2J5 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇@▇▇▇▇▇.▇▇▇ So long as the applicable Funding Date2024 Series C-2 Bonds bear interest in the Weekly Mode, by deposit of immediately available funds to Daily Mode or Term Rate Mode, the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance Trustee shall be funded with “plan assets” of any Benefit Plan Investorthe Paying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Subject to the terms and conditions set forth hereinin this Agreement, including this Section and Article Fouron each Draw Date after the date hereof, the Trust Administrator, on behalf Purchaser agrees to loan to the Loan Parties the amount of the BorrowerDraw so requested by the Loan Parties; provided, however, that (i) the aggregate principal amount of all Draws made during the Term shall never exceed $24,000,000 and (ii) the principal amount of any Draw shall be in integral multiples of One Million Dollars ($1,000,000). The loan evidenced by the Notes is not a revolving credit facility and may not be drawn, repaid and redrawn. Any repayments of principal on the Loan shall be applied to permanently reduce the principal amount of the Notes. The Notes shall evidence the aggregate Indebtedness of the Loan Parties to the Purchaser resulting from Draws from time to time prior time. The Purchaser hereby is authorized, but is not obligated, to enter the amount of the Purchaser’s funding of each Draw and the outstanding principal of the Notes and the amount of each payment or prepayment of principal and interest thereon on the reverse of or on an attachment to the Commitment Termination Date, notify applicable Note. Draws may be made by Agent in its sole discretion for the Administrative Agent by 3:00 p.m. (New York, New York Time) payment of interest on the third Business Day preceding Notes and other Obligations on the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrowerdate when due. The Trust Administrator on behalf of Loan Parties shall use the Borrower may only request one Draw be funded on the Funding Date Draws for costs incurred in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering Permitted Acquisitions and to each Lender the following information provided by the Trust Administrator on behalf of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral fund their obligations incurred in the calendar week purchase of the Funding Report on inventory or prior to the Funding Date) and the Principal Amount generation of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocablereceivables. (b) Following So long as no Default or Event of Default shall have occurred and be continuing, the Loan Parties may give Agent irrevocable written notice requesting a Draw by delivering to Agent not later than 4 p.m. (New York City time) a completed Draw Notice, which Draw Notice shall specify the proposed Draw Date of such Draw. Upon receipt by the Administrative Agent of a Funding Request delivered prior Draw Notice, Agent shall designate a Draw Date that is within fifteen (15) calendar days of its receipt thereof. On each Draw Date, the Loan Parties irrevocably authorize Agent to disburse the proceeds of the requested Draw to the Commitment Termination Date, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of the related Available Amount, which shall be comprised of such Lender’s Commitment Percentage (Part AFapplicable account(s) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of Loan Parties specified in the related Available Amount (Part S). (c) Each Lender’s advance of a applicable Draw shall be made available Notice, in all cases for credit to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at Loan Parties (or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (iwhich such Loan Parties shall instruct Agent in writing) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any via Federal funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investorwire transfer no later than 1:00 p.m. New York City time. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Note and Equity Purchase Agreement (Encore Medical Corp)

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2025 Series G-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2025 Series G-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2025 Series G-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2025 Series G-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2025 Series G- 2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2025 Series G-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2025 Series G-2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2025 Series G-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2025 Series G-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Bank of such Lender’s Commitment Percentage America, N.A. ▇▇▇ ▇. ▇▇▇▇▇▇ Dr. Mailcode: IL4-110-26-01 Chicago, IL 60606 Attention: ▇▇▇▇ ▇▇▇▇▇, Senior Vice President Public Sector Banking Telephone: (Part AF▇▇▇) of ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2025 Series G-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2025 Series H-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2025 Series H-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2025 Series H-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2025 Series H-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2025 Series H-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2025 Series H-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2025 Series H- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2025 Series H-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2025 Series H-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Federal Home Loan Bank of such Lender’s Commitment Percentage Topeka ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road Topeka, Kansas 66606 Attention: General Counsel Telephone: (Part AF▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ and Federal Home Loan Bank of Topeka ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road Topeka, Kansas 66606 Attention: Director of Capital Markets Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2025 Series H-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, Daily Mode or Term Rate Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2023 Series Q-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2023 Series Q-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2023 Series Q-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2023 Series Q-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2023 Series Q-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2023 Series Q-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2023 Series Q- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2023 Series Q-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2023 Series Q-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Federal Home Loan Bank of such Lender’s Commitment Percentage Topeka ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road Topeka, Kansas 66606 Attention: General Counsel Telephone: (Part AF▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ and Federal Home Loan Bank of Topeka ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Road Topeka, Kansas 66606 Attention: Director of Capital Markets Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2023 Series Q-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, Daily Mode or Term Rate Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2017 Series B-1 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall direct the Trustee to draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Trustee may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2017 Series B-1 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any affiliate of the Authority. In drawing on the Liquidity Facility, the Trustee will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2017 Series B-1 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2017 Series B-1 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2017 Series B-1 Bonds are to be purchased pursuant to a tender, the Paying Agent shall direct the Trustee to draw upon the Liquidity Facility by 10:30 a.m., New York City time, in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2017 Series B-1 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall direct the Trustee to make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Standby Purchase Account so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2017 Series B-1 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2017 Series B-1 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 1:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: For Notices of such Lender’s Commitment Percentage (Part AF) Bank Purchase: Royal Bank of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S). (c) Each Lender’s advance of a Draw shall be made available to the BorrowerCanada ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (12th Floor New York, NY 10281-8098 Attention: Manager, Loans Administration Facsimile: (▇▇▇) ▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇@▇▇▇▇▇.▇▇▇ For all matters (including Royal Bank of Canada Notices of Bank Purchase): Corporate Banking – Municipals ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 12th Floor New York TimeYork, NY 10281-8098 Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) on the applicable Funding Date▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and Royal Bank of Canada Manager, by deposit of immediately available funds to the account of the Transferor orCompliance Credit and Transaction Management, at the Borrower’s written directionTransit #▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 12th Floor, South Tower Toronto, Ontario M5J 2J5 Telephone: (i▇▇▇) fails to make any requested Draw as of such time on the applicable Funding Date or ▇▇▇-▇▇▇▇ Facsimile: (ii▇▇▇) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investor▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇@▇▇▇▇▇. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.▇▇▇

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of 2018A-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the applicable Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds received on the Purchase Date or Mandatory Purchase Date) to make such full and timely payment in accordance with this Series Indenture and the applicable Liquidity Facility, except that the Trustee may not draw on a Liquidity Facility to pay the Purchase Price of Bank Bonds or 2018A-2 Bonds known by the Trustee to be owned by or registered in the name of the Authority or held for the account or for the benefit of the Authority. In drawing on a Liquidity Facility, the Trustee will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify applicable 2018A-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2018A-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which 2018A-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time (12:00 noon, New York City time with respect to 2018A-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw, to enable the Paying Agent to pay the Purchase Price of 2018A-2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. Except to the extent of remarketing proceeds on hand with the Paying Agent, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of such Liquidity Facility and deposit such moneys to the Standby Purchase Account so that immediately available funds will be available to the Paying Agent to pay the Purchase Price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) If, following any draw on a Liquidity Facility in accordance with its terms, the Trustee does not receive from the applicable Liquidity Facility Provider when due the full amount stated in such draw, the Paying Agent shall promptly submit another draw in the amount of any deficiency or, if nothing was received by the Paying Agent, in such full amount. (d) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (e) If, subsequent to any such draw to pay the Purchase Price of 2018A-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2018A-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 4:00 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of the related Available Amount, which shall be comprised of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S)remarketing proceeds. (c) Each Lender’s advance of a Draw shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investor. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2024 Series B-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2024 Series B-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2024 Series B-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2024 Series B-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2024 Series B-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2024 Series B-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2024 Series B- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2023 Series Q-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2024 Series B-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Royal Bank of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S). (c) Each Lender’s advance of a Draw shall be made available to the BorrowerCanada Corporate Banking – Municipals ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (12th Floor New York, New York TimeNY 10281-8098 Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) on ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and Royal Bank of Canada Manager, Compliance Credit and Transaction Management, Transit #▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 12th Floor, South Tower Toronto, Ontario M5J 2J5 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇@▇▇▇▇▇.▇▇▇ So long as the applicable Funding Date2024 Series B-2 Bonds bear interest in the Weekly Mode, by deposit of immediately available funds to Daily Mode or Term Rate Mode, the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance Trustee shall be funded with “plan assets” of any Benefit Plan Investorthe Paying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2024 Series F-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2024 Series F-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2024 Series F-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2024 Series F-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2024 Series F-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2024 Series F-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2024 Series F- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2024 Series D-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2024 Series F-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised of such Lender’s Commitment Percentage addressed as follows, as applicable: TD Bank, N.A. Nonprofit HHE And Municipals – National ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 2nd Floor West Palm Beach, FL 33409 Attention: ▇▇▇▇▇▇▇ ▇. Plush II, Vice President Telephone: (Part AF▇▇▇) of ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2024 Series F-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, Daily Mode or Term Rate Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of 2019C Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the applicable Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds received on the Purchase Date or Mandatory Purchase Date) to make such full and timely payment in accordance with this Series Indenture and the applicable Liquidity Facility, except that the Trustee may not draw on a Liquidity Facility to pay the Purchase Price of Bank Bonds or 2019C Bonds known by the Trustee to be owned by or registered in the name of the Authority or held for the account or for the benefit of the Authority. In drawing on a Liquidity Facility, the Trustee will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify applicable 2019C Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2019C Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which 2019C Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time (12:00 noon, New York City time with respect to 2019C Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw, to enable the Paying Agent to pay the Purchase Price of 2019C Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. Except to the extent of remarketing proceeds on hand with the Paying Agent, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of such Liquidity Facility and deposit such moneys to the Standby Purchase Account so that immediately available funds will be available to the Paying Agent to pay the Purchase Price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) If, following any draw on a Liquidity Facility in accordance with its terms, the Trustee does not receive from the applicable Liquidity Facility Provider when due the full amount stated in such draw, the Paying Agent shall promptly submit another draw in the amount of any deficiency or, if nothing was received by the Paying Agent, in such full amount. (d) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (e) If, subsequent to any such draw to pay the Purchase Price of 2019C Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2019C Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 4:00 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of the related Available Amount, which shall be comprised of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S)remarketing proceeds. (c) Each Lender’s advance of a Draw shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investor. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On the terms and conditions set forth herein, including this Section and Article Four, the Trust Administrator, on behalf of the Borrower, may from time to time prior to the Commitment Termination Date, notify the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator on behalf of the Borrower may only request one Draw be funded on the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S)Base, and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000250,000 and the Available Commitment; and (ii) an `updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), Draw and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocable. (b) Following receipt by the Administrative Agent of a Funding Request delivered prior to the Commitment Termination Date, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of the related Available Amount, which shall be comprised of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S). (c) Each Lender’s advance of a Draw shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investor. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1A) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment Commitment; (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1C) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1D) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date. (e) Amounts repaid under this Agreement may not be reborrowed.

Appears in 1 contract

Sources: Loan and Security Agreement (Carvana Co.)

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of 2020A-1 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the applicable Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds received on the Purchase Date or Mandatory Purchase Date) to make such full and timely payment in accordance with this Series Indenture and the applicable Liquidity Facility, except that the Trustee may not draw on a Liquidity Facility to pay the Purchase Price of Bank Bonds or 2020A-1 Bonds known by the Trustee to be owned by or registered in the name of the Authority or held for the account or for the benefit of the Authority. In drawing on a Liquidity Facility, the Trustee will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify applicable 2020A-1 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2020A-1 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which 2020A-1 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time (12:00 noon, New York City time with respect to 2020A-1 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw, to enable the Paying Agent to pay the Purchase Price of 2020A-1 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. Except to the extent of remarketing proceeds on hand with the Paying Agent, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of such Liquidity Facility and deposit such moneys to the Standby Purchase Account so that immediately available funds will be available to the Paying Agent to pay the Purchase Price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) If, following any draw on a Liquidity Facility in accordance with its terms, the Trustee does not receive from the applicable Liquidity Facility Provider when due the full amount stated in such draw, the Paying Agent shall promptly submit another draw in the amount of any deficiency or, if nothing was received by the Paying Agent, in such full amount. (d) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (e) If, subsequent to any such draw to pay the Purchase Price of 2020A-1 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2020A-1 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 4:00 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of the related Available Amount, which shall be comprised of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S)remarketing proceeds. (c) Each Lender’s advance of a Draw shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investor. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2024 Series A-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2024 Series A-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2024 Series A-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2024 Series A-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2024 Series A-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2024 Series A-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2024 Series A- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2024 Series A-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2024 Series A-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised addressed as follows, as applicable: Bank of such Lender’s Commitment Percentage America, N.A. ▇▇▇ ▇. ▇▇▇▇▇▇ Dr. Mailcode: IL4-110-26-01 Chicago, IL 60606 Attention: ▇▇▇▇ ▇▇▇▇▇, Senior Vice President Public Sector Banking Telephone: (Part AF▇▇▇) of ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2024 Series A-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, Daily Mode or Term Rate Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2024 Series D-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2024 Series D-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2024 Series D-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2024 Series D-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2024 Series D-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2024 Series D-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2024 Series D- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2024 Series D-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2024 Series D-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised of such Lender’s Commitment Percentage addressed as follows, as applicable: TD Bank, N.A. Nonprofit HHE And Municipals – National ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 2nd Floor West Palm Beach, FL 33409 Attention: ▇▇▇▇▇▇▇ ▇. Plush II, Vice President Telephone: (Part AF▇▇▇) of ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2024 Series D-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, Daily Mode or Term Rate Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of 2020D-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the applicable Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds received on the Purchase Date or Mandatory Purchase Date) to make such full and timely payment in accordance with this Series Indenture and the applicable Liquidity Facility, except that the Trustee may not draw on a Liquidity Facility to pay the Purchase Price of Bank Bonds or 2020D-2 Bonds known by the Trustee to be owned by or registered in the name of the Authority or held for the account or for the benefit of the Authority. In drawing on a Liquidity Facility, the Trustee will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify applicable 2020D-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2020D-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which 2020D-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time (12:00 noon, New York City time with respect to 2020D-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw, to enable the Paying Agent to pay the Purchase Price of 2020D-2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. Except to the extent of remarketing proceeds on hand with the Paying Agent, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of such Liquidity Facility and deposit such moneys to the Standby Purchase Account so that immediately available funds will be available to the Paying Agent to pay the Purchase Price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) If, following any draw on a Liquidity Facility in accordance with its terms, the Trustee does not receive from the applicable Liquidity Facility Provider when due the full amount stated in such draw, the Paying Agent shall promptly submit another draw in the amount of any deficiency or, if nothing was received by the Paying Agent, in such full amount. (d) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (e) If, subsequent to any such draw to pay the Purchase Price of 2020D-2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2020D-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 4:00 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of the related Available Amount, which shall be comprised of such Lender’s Commitment Percentage (Part AF) of the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of the related Available Amount (Part S)remarketing proceeds. (c) Each Lender’s advance of a Draw shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan Investor. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

Appears in 1 contract

Sources: Indenture

Draws. (a) On Whenever any amount is payable for the terms and conditions set forth herein, including purchase of the 2024 Series E-2 Bonds as provided in this Section and Article FourSeries Indenture, the Trust AdministratorPaying Agent shall draw on the Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds that are then on hand with the Paying Agent as described in the next paragraph) to make such full and timely payment in accordance with this Series Indenture and the Liquidity Facility, except that the Paying Agent may not draw on the Liquidity Facility to pay the Purchase Price of Bank Bonds or 2024 Series E-2 Bonds owned by or on behalf of or held for the account or for the benefit of the Authority or any Affiliate of the Authority. In drawing on the Liquidity Facility, the Paying Agent will be acting on behalf of the Borrower, may from time to time prior to owners of the Commitment Termination Date, notify 2024 Series E-2 Bonds by facilitating payment of the Administrative Agent by 3:00 p.m. (New York, New York Time) on the third Business Day preceding the Funding Date (the “Funding Request”) on which an advance (each, a “Draw”) under this Agreement is to be made to the Borrower. The Trust Administrator Purchase Price of their 2024 Series E-2 Bonds and not on behalf of the Borrower may only request one Draw Authority and will not be funded on subject to the Funding Date in any calendar week. The Administrative Agent shall notify each Lender of a proposed Draw by delivering to each Lender the following information provided by the Trust Administrator on behalf control of the Borrower: (i) a Funding Request and a Funding Report, which will include, among other things, the proposed Funding Date, the Borrowing Base (including the portions of the Borrowing Base allocable to Eligible Receivables (Part AF) and Eligible Receivables (Part S), and the Available Amount (including the Available Amount (Part AF) and the Available Amount (Part S)) (each calculated using (x) the Principal Balance as of the last day of the preceding calendar week of the Receivables added to the Collateral prior the last day of the preceding calendar week and (y) the Principal Balance as of the related Cut-off Date for Receivables added to the Collateral in the calendar week of the Funding Report on or prior to the Funding Date) and the Principal Amount of the Draw requested, which shall be in an amount at least equal to lesser of $250,000; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Draw, including whether such Receivable is an Eligible Receivables (Part AF) or an Eligible Receivables (Part S), and such other information as the Administrative Agent may reasonably request with respect to the related Draw. Each Funding Request shall include a representation by the Trust Administrator, on behalf of the Trust, that the requested Draw will not, on each related Funding Date, exceed the Available Amount and, with regard to each portion of such Draw related to Eligible Receivables (Part AF) and Eligible Receivables (Part S), the related portion of such requested Draw will not exceed the Available Amount (Part AF) and the Available Amount (Part S), and a representation that all conditions precedent to the making of such Draw shall have been satisfied. Any Funding Request shall be irrevocableAuthority. (b) Following On each Purchase Date or Mandatory Purchase Date on which the 2024 Series E-2 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time, (12:00 noon New York City Time with respect to 2024 Series E-2 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw (including all remarketing proceeds received pursuant to Section 7.6(c) hereof), to enable the Paying Agent to pay the Purchase Price of the 2024 Series E- 2 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. If the Paying Agent does not have any remarketing proceeds on hand, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of the Liquidity Facility and deposit such moneys to the Bond Purchase Fund so that immediately available funds will be available to the Paying Agent to pay the purchase price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date. (c) Upon receipt from the Liquidity Facility Provider of the proceeds of any drawing on the Liquidity Facility, the Paying Agent shall pay such proceeds to the Persons entitled thereto in accordance with the provisions hereof. (d) If, subsequent to any such draw to pay the Purchase Price of 2024 Series E- 2 Bonds, the Paying Agent receives from the Remarketing Agent remarketing proceeds of 2024 Series E-2 Bonds for which such draw was made, the Paying Agent shall repay to the Liquidity Facility Provider in immediately available funds by 3:30 p.m., New York City time (so long as the Paying Agent has received such funds by 3:00 p.m., New York City time), on the day of receipt by the Administrative Paying Agent of a Funding Request delivered prior to the Commitment Termination Datesuch remarketing proceeds, each Lender agrees, subject to the conditions contained herein, that it shall advance an amount equal to such Lender’s Commitment Percentage of remarketing proceeds. Until otherwise so provided, all notices, certificates and communications to the related Available Amount, which initial Liquidity Facility Provider shall be comprised of such Lender’s Commitment Percentage addressed as follows, as applicable: TD Bank, N.A. Nonprofit HHE And Municipals – National ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 2nd Floor West Palm Beach, FL 33409 Attention: ▇▇▇▇▇▇▇ ▇. Plush II, Vice President Telephone: (Part AF▇▇▇) of ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ So long as the related Available Amount (Part AF) and such Lender’s Commitment Percentage (Part S) of 2024 Series E-2 Bonds bear interest in the related Available Amount (Part S). (c) Each Lender’s advance of a Draw Weekly Mode, Daily Mode or Term Rate Mode, the Trustee shall be made available to the Borrower, subject to the fulfillment of the applicable conditions set forth in Article Four, at or prior to 3:00 p.m. (New York, New York Time) on the applicable Funding Date, by deposit of immediately available funds to the account of the Transferor or, at the Borrower’s written direction, to such other account as payment of amounts owed by the Borrower to the Transferor under the Transfer Agreement are to be made. Any Lender that either (i) fails to make any requested Draw as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Draw shall promptly notify the Trust Administrator and the Administrative Agent of such failure or intention. No portion of any advance shall be funded with “plan assets” of any Benefit Plan InvestorPaying Agent. (d) In no event shall any Lender be required on any date to fund any Principal Amount: (i) that would cause (A)(1) the Outstanding Loan Amount, determined after giving effect to such funding, to exceed the Maximum Loan Amount, (2) the Outstanding Loan Amount (Part AF), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part AF) or (3) the Outstanding Loan Amount (Part S), determined after giving effect to such funding, to exceed the Maximum Loan Amount (Part S); (B) in the case of any Lender, (1) such Lender’s portion of the Outstanding Loan Amount, determined in accordance with such Lender’s Commitment Percentage, determined after giving effect to such funding, to exceed such Lender’s Commitment (2) such Lender’s portion of the Outstanding Loan Amount (Part AF), determined in accordance with such (1) the total of all Draws funded to exceed the Aggregate Commitment, (2) the total of all Draws funded with respect to Eligible Receivables (Part AF) to exceed the Aggregate Commitment (Part AF), or (3) the total of all Draws funded with respect to Eligible Receivables (Part S) to exceed the Aggregate Commitment (Part S); or (D)(1) the Principal Amount advanced with respect to any Funding Request to exceed the Available Amount on the date of such advance, (2) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part AF) to exceed the Available Amount (Part AF) on the date of such advance or (3) the Principal Amount advanced with respect to any Funding Request with respect to Eligible Receivables (Part S) to exceed the Available Amount (Part S) on the date of such advance; (ii) on any date after the Commitment Termination Date; or (iii) that is the responsibility of another Lender, but which was not advanced by such Lender as of the requested Funding Date.

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Sources: Indenture