The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a maximum principal amount equal to the Commitment of the applicable Committed Lender in the Related Group as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day.
The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Sellers shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at their respective addresses set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 and otherwise duly completed, and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided, that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount.
The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day.
The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrowers shall deliver on the Effective Date to the Administrative Agent, on behalf of the Lenders, two duly executed variable funding notes in substantially the form of Exhibit B-1 (the “A-1 Variable Funding Note” or “A-1 VFN”) and Exhibit B-2 (the “A-2 Variable Funding Note” or “A-2 VFN”, and, together with the A-1 Variable Funding Note, the “Variable Funding Notes” or “VFNs”), dated as of the date of this Agreement, and otherwise duly completed. The face amount and maximum principal balance of the A-1 Variable Funding Note shall be $25,000,000 and the face amount and maximum principal balance of the A-2 Variable Funding Note shall equal the difference between the amount of the aggregate Commitments and the maximum principal balance of the A-1 Variable Funding Note (which amount shall be $25,000,000 on the Closing Date). Each Lender’s Commitment shall be allocated ratably to the A-1 Variable Funding Note and the A-2 Variable Funding Note in accordance with its Pro Rata Share.
The Variable Funding Notes. (a) The Seller heretofore delivered or shall, on the date hereof (and on the terms and subject to the conditions hereinafter set forth), deliver, to the Purchaser Agents for each applicable Purchaser, at the applicable address set forth on the signature pages of this Agreement, duly executed amended and restated variable funding notes (the “Variable Funding Notes” or the “VFNs”), in substantially the form of Exhibit B, in an aggregate face amount equal to the Commitment of such Purchaser Agent’s related Purchaser, and otherwise duly completed. Each Variable Funding Note evidences, and at all times on and after the date hereof shall continue to evidence, an undivided ownership interest in the Assets purchased by each applicable Purchaser in an amount equal, at any time, to the percentage equivalent of a fraction (i) the numerator of which is the Advances outstanding under the applicable VFN on such day, and (ii) the denominator of which is the total aggregate Advances Outstanding on such day. Interest shall accrue on each VFN, and each VFN shall be payable, as described herein.”
The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day.
The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver on the Effective Date, to the Administrative Agent, on behalf of the Lenders, a duly executed variable funding note in substantially the form of Exhibit B (the “Variable Funding Note” or “VFN”), dated as of the date of this Agreement, and otherwise duly completed. The face amount of the Variable Funding Note shall be $150,000,000; the maximum principal balance of the Variable Funding Note shall be the Maximum Facility Amount. Each Committed Lender’s Commitment shall be allocated ratably to the Variable Funding Note in accordance with its Pro Rata Share. Interest shall accrue, and the VFN shall be payable, as described herein.
The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, Seller shall deliver a duly executed variable funding note (each such note, a “Variable Funding Note” or “VFN”), in substantially the form of Exhibit B-1 or B-2, as applicable, (i) on the Closing Date, to each Purchaser Agent at its address set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1. Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1)(A) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $100,000,000 and otherwise duly completed, (B) Fairway, shall be in the name of “BMO Capital Markets Corp., as the Fairway Agent” and shall be in the face amount equal to $31,250,000 and otherwise duly completed, (C) JPMorgan, shall be in the name of “JPMorgan Chase Bank, National Association” and shall be in the face amount equal to $50,000,000 and otherwise duly completed, (D) Three Pillars, shall be in the name of “SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the Three Pillars Agent” and shall be in the face amount equal to $50,000,000 and otherwise duly completed and (E) Scaldis, shall be in the name of “Fortis Bank S.A./N.V., as the Scaldis Agent” and shall be in the face amount equal to $18,750,000 and otherwise duly completed and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount.
The Variable Funding Notes. (a) The Borrower hereby agrees (i) to assume all of the duties, obligations and liabilities of, and all claims against, the Existing Borrowers under the Existing Loan and Security Agreements as if the Borrower were the original borrower under each of the Existing Facilities, and (ii) that such duties, obligations and liabilities of, and all claims against, the Existing Borrowers shall survive the amendment and restatement of the Existing Facilities contemplated hereby.
The Variable Funding Notes. (a) The Borrower hereby agrees (i) to assume all of the duties, obligations and liabilities of, and all claims against, the Borrower and the Merging Borrower under the Existing Loan and Security Agreements as if the Borrower were the original borrower under each of the Existing Loan and Security Agreements, and (ii) that such duties, obligations and liabilities of, and all claims against, the Borrower and the Merging Borrower shall survive the amendment and restatement of the Existing Loan and Security Agreements contemplated hereby.
