Common use of Financing Parameters Clause in Contracts

Financing Parameters. From and after the Effective Date, New Manager may from time to time cause the Company and its Subsidiaries to enter into financings and refinancings with the approval of the Whitehall Group provided that the Financing Parameters are satisfied. The “Financing Parameters” will be as follows: (a) such financings are non-recourse to the Company’s Members or the parent companies of the Company’s Members (except for environmental obligations and such Member’s actions on account of matters covered by non-recourse carveouts similar to those in the Fleet Bank financing or similar matters consistent with market practice, provided that unless one or more Whitehall funds actually provides such a guaranty, WRP shall not be required to do so, provided further that any such environmental indemnity shall only be recourse to the Company, WCPT and the Whitehall Group but not to the parent companies of the Company’s Members); (b) the weighted average interest rate of all financings of the Company and its subsidiaries taken together does not exceed LIBOR plus 400 basis points per annum (calculated quarterly based on the outstanding debt balances of the Company and its Subsidiaries as of the end of each calendar quarter); and (c) the total aggregate Indebtedness of the Company and its Subsidiaries will not exceed 70% of the “Borrowing Base” (calculated quarterly based on the outstanding debt balances of the Company and its Subsidiaries as of the end of each calendar quarter). The term “Indebtedness” includes any secured or unsecured financings, any senior or mezzanine financings and any preferred equity issued by the Company after the date hereof. The Borrowing Base will initially be equal to $700 million, as such amount is allocated among all of the Company’s assets as agreed by WCPT and the Whitehall Group in the definitive documentation (the allocated value for each asset is referred to as an “Allocated Value”). The Borrowing Base will (x) increase or decrease in connection with a re-financing of any asset by an amount equal to the difference between (1) a lender’s appraised value or implied valuation (i.e. based on the gross loan amount divided by the loan-to-value ratio, regardless of whether a third party appraisal is procured) of such asset and (2) the Allocated Value of such asset in effect immediately prior to such refinancing (and the Allocated Value of such refinanced asset will be increased or decreased, as applicable, by a like amount) and (y) be reduced by the Allocated Value of any asset that is sold (as such Allocated Value may be adjusted as provided in the foregoing clause (x)) and by a pro rata portion of the Allocated Value of any asset that is subject to a casualty or condemnation and (z) exclude Credit Lease Assets that are financed as described below. For the avoidance of doubt, (i) any particular financing may, without WCPT’s approval, deviate from the Financing Parameters set forth in (b) and (c) above as long as all of the financings, taken together, continue to comply with the Financing Parameters, (ii) WCPT and WRP may be required (and hereby agree) to provide guarantees to a prospective lender with respect to their fraud, misappropriation, willful misconduct, tortious actions and other matters comparable to those matters for which Fleet Bank has recourse to WRP and/or its Members or similar matters consistent with market practice (provided that unless one or more of the Whitehall funds actually provides such a guarantee, WRP shall not be required to do so), (iii) such financing may be cross-collateralized and cross-defaulted with other assets of the Company or its Subsidiaries within the same or related financings that are contemporaneously closed with each other (including a cross-collateralized facility that allows for additional advances in connection with the financing or re-financing of other assets of the Company or its Subsidiaries) and (iv) New Manager may incur financing, including fixed rate financings, secured by any Credit Lease Asset (as described above) and such financing and assets will not be taken into account in determining compliance with the tests in paragraphs (b) and (c) above (it being agreed that New Manager may only incur fixed rate financings in connection with an exchange transaction for Credit Lease Assets). In the event of a refinancing or repayment of debt that is currently allocable to the Saracen Members that could result in a Saracen Debt Reduction Event, New Manager will obtain a “Tax Opinion” (as defined in Section 3(a)(ii) below).

Financing Parameters. From and after the Effective Date, New Manager may from time to time cause the Company and its Subsidiaries to enter into financings and refinancings with the approval of the Whitehall Group provided that the Financing Parameters are satisfied. The “Financing Parameters” "FINANCING PARAMETERS" will be as follows: (a) such financings are non-recourse to the Company’s 's Members or the parent companies of the Company’s 's Members (except for environmental obligations and such Member’s 's actions on account of matters covered by non-recourse carveouts similar to those in the Fleet Bank financing or similar matters consistent with market practice, provided that unless one or more Whitehall funds actually provides such a guaranty, WRP shall not be required to do so, provided further that any such environmental indemnity shall only be recourse to the Company, WCPT and the Whitehall Group but not to the parent companies of the Company’s 's Members); (b) the weighted average interest rate of all financings of the Company and its subsidiaries taken together does not exceed LIBOR plus 400 basis points per annum (calculated quarterly based on the outstanding debt balances of the Company and its Subsidiaries as of the end of each calendar quarter); and (c) the total aggregate Indebtedness of the Company and its Subsidiaries will not exceed 70% of the “Borrowing Base” "BORROWING BASE" (calculated quarterly based on the outstanding debt balances of the Company and its Subsidiaries as of the end of each calendar quarter). The term “Indebtedness” "INDEBTEDNESS" includes any secured or unsecured financings, any senior or mezzanine financings and any preferred equity issued by the Company after the date hereof. The Borrowing Base will initially be equal to $700 million, as such amount is allocated among all of the Company’s 's assets as agreed by WCPT and the Whitehall Group in the definitive documentation (the allocated value for each asset is referred to as an “Allocated Value”"ALLOCATED VALUE"). The Borrowing Base will (x) increase or decrease in connection with a re-financing of any asset by an amount equal to the difference between (1) a lender’s 's appraised value or implied valuation (i.e. based on the gross loan amount divided by the loan-to-value ratio, regardless of whether a third party appraisal is procured) of such asset and (2) the Allocated Value of such asset in effect immediately prior to such refinancing (and the Allocated Value of such refinanced asset will be increased or decreased, as applicable, by a like amount) and (y) be reduced by the Allocated Value of any asset that is sold (as such Allocated Value may be adjusted as provided in the foregoing clause (x)) and by a pro rata portion of the Allocated Value of any asset that is subject to a casualty or condemnation and (z) exclude Credit Lease Assets that are financed as described below. For the avoidance of doubt, (i) any particular financing may, without WCPT’s 's approval, deviate from the Financing Parameters set forth in (b) and (c) above as long as all of the financings, taken together, continue to comply with the Financing Parameters, (ii) WCPT and WRP may be required (and hereby agreeagrees) to provide guarantees to a prospective lender with respect to their fraud, misappropriation, willful misconduct, tortious actions and other matters comparable to those matters for which Fleet Bank has recourse to WRP and/or its Members or similar matters consistent with market practice (provided that unless one or more of the Whitehall funds actually provides such a guarantee, WRP shall not be required to do so), (iii) such financing may be cross-collateralized and cross-defaulted with other assets of the Company or its Subsidiaries within the same or related financings that are contemporaneously closed with each other (including a cross-collateralized facility that allows for additional advances in connection with the financing or re-financing of other assets of the Company or its Subsidiaries) and (iv) New Manager may incur financing, including fixed rate financings, secured by any Credit Lease Asset (as described above) and such financing and assets will not be taken into account in determining compliance with the tests in paragraphs (b) and (c) above (it being agreed that New Manager may only incur fixed rate financings in connection with an exchange transaction for Credit Lease Assets). In the event of a refinancing or repayment of debt that is currently allocable to the Saracen Members that could result in a Saracen Debt Reduction Event, New Manager will obtain a “"Tax Opinion” " (as defined in Section 3(a)(ii) below).