Conditions Precedent to Payment. (a) As conditions precedent to Ex-Im Bank's obligation to make a payment to Lender under the Guarantee with respect to a particular Loan Facility, Lender shall submit a written demand (“Claim”) to Ex-Im Bank for payment under the Guarantee, together with the Claim Documents, on a Business Day not sooner than thirty (30) calendar days nor later than one hundred and twenty (120) calendar days following Borrower’s failure to pay when due any outstanding amount of principal or accrued interest payable on the Loan Facility (which is ninety (90) calendar days following a Payment Default). The Payment Default must be continuing through the Claim Date. (b) The Claim shall only be deemed complete upon receipt by Ex-Im Bank of all of the documents enumerated in this subsection (b) (the “Claim Documents”): (i) a written statement setting forth (A) the total principal balance of the Credit Accommodations outstanding, (B) the current Guaranteed Interest Rate, (C) the amount of past due interest on the Loan Facility, (D) the date through which interest has been paid with respect to the Loan Facility, (E) the first date interest was due and not paid with respect to the Loan Facility, (F) the amount and calculation of the Collateral Protection Costs and the Enforcement Costs of Lender as of the Claim Date, and (G) the circumstances that gave rise to Borrower’s failure to make such payment including without limitation any Events of Default that have occurred and the dates of any such Events of Default; (ii) a copy of the written demand made by Lender on the applicable Borrower and any Guarantors for payment of all amounts due and payable with respect to such Loan Facility or a copy of the bankruptcy notice or court order in the event that the making of such demand would be prohibited by (A) a court order or (B) an automatic stay imposed pursuant to 11 U.S.C. § 362(a) or a similar provision of a foreign bankruptcy law (Lender shall have no obligation to apply for relief from such stay); (iii) duplicate originals or photocopies of fully duly executed copies of the Loan Authorization Agreement, Borrower Agreement, Loan Agreement and any other Loan Documents with respect to such Loan Facility; (iv) copies of all UCC financing statements and other documents covering the Collateral for such Loan Facility filed by or on behalf of Lender and evidence that Lender has conducted or obtained, no earlier than 60 days prior to the Claim Date, lien searches of the appropriate agencies, registries, offices and jurisdictions which indicates that Lender has a perfected first priority Lien in the applicable Collateral subject only to Permitted Liens and any other exceptions from the order of priority as set forth in Section 6.E. and F. of the applicable Loan Authorization Agreement; and (applicable only if Export-Related Overseas Accounts Receivable is included in the Export-Related Borrowing Base), copies of any filings and searches which evidence that Lender has, as of the date no older than 60 days prior to the Claim filing date, a perfected first priority Lien in such Export-Related Overseas Accounts Receivable, an opinion of Lender’s counsel in accordance with Section 4.11(e); Lender shall include a certification stating the expiration date of any security filings (both domestic and foreign) scheduled to expire within twelve (12) months following the Claim Date; (v) evidence that Lender paid the applicable Facility Fee to Ex-Im Bank and any accrued late fees within the time period set forth in Section 3.01 of this Agreement; (vi) copies of all field examination reports conducted (or written extensions obtained) over the twelve (12) month period preceding the Claim Date in accordance with the requirements in Section 4.08 of this Agreement; (vii) copies of all applicable Export-Related Borrowing Base Certificates and Borrower’s Certificates prepared in accordance with Section 4.06(a) together with supporting Accounts Receivable Aging Reports and evidence of the sample of Invoices and corresponding Bills of Lading conducted in accordance with Section 4.08(d) (or alternatively, copies of all Invoices with corresponding Bills of Lading) for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above); (viii) a certification or other evidence that Lender has complied with the terms of Section 4.06(c) regarding prohibited Credit Accommodations; (ix) a certification from Lender stating the applicable Guarantee Percentage(s) for the Claim amount with reference to the relevant supporting Invoices and corresponding Bills of Lading or sampling documents and Borrower’s Certificates submitted with subpart (vii) above as well such documents covering the time period prior to that required in subpart (vii), if necessary, to substantiate Invoices eligible for coverage at the 95% Guarantee Percentage; (x) copies of Lender’s material records regarding Credit Accommodations and loan transaction history, including application of payments to the Loan Facility throughout the Loan Facility Term; (xi) copies of any material communications to, and from, Ex-Im Bank regarding Events of Default; (xii) any material records regarding satisfaction of the Special Conditions, if any, and, modifications and waivers of Lender Obligations, if any. (c) Notwithstanding Section 6.02, unless instructed otherwise in writing by Ex-Im Bank, Lender shall submit all Claims and Claim Documents to the Ex-Im Bank Asset Management Division, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Attention: Claims. Lender shall submit the Claim Documents together with the Claim unless Lender submits the Claim electronically through the Ex-Im Bank website, in which case Lender shall on the same day as the Claim is submitted electronically submit the Claim Documents to the address specified above. (d) Upon written request from Lender received by Ex-Im Bank prior to the Claim filing deadline, Ex-Im Bank may in its discretion grant a written extension of the 90-day period for Claim submission. Ex-Im Bank shall notify Lender in writing if the Claim Documents submitted with the Claim are incomplete. Lender shall submit the requested missing Claim Documents to the address specified in subsection (c) above or such other address as Ex-Im Bank indicates to Lender in writing, within the timetable specified in writing by Ex-Im Bank, which time period shall not be less than ten (10) Business Days. If Lender does not submit all requested missing Claim Documents within the requested timetable, Ex-Im Bank reserves the right to return as incomplete the submitted Claim and Claim Documents. Such action shall not reset the timetable for Claim submission.
Appears in 1 contract
Sources: Master Guarantee Agreement
Conditions Precedent to Payment.
(a) As conditions precedent to Ex-Im EXIM Bank's obligation to make a payment to Lender under the Guarantee with respect to a particular Loan Facility, Lender shall submit a written demand (“Claim”) to Ex-Im EXIM Bank for payment under the Guarantee, together with the Claim Documents, on a Business Day not sooner than thirty (30) calendar days the Claim Triggering Event date nor later than one hundred and twenty (120) calendar days following Borrower’s failure to pay when due any outstanding amount of principal or accrued interest payable on the Loan Facility (which is ninety (90) calendar days following a Payment Default). The Payment Default must thereafter, provided, that the Claim Triggering Event shall be continuing through the Claim Date.
(b) The Claim shall only be deemed complete upon receipt by Ex-Im EXIM Bank of all of the documents enumerated in this subsection (b) (the “Claim Documents”):
(i) a written statement setting forth (A) the total principal balance of the Disbursements and other Credit Accommodations outstanding, (B) the current Guaranteed Interest Rate, (C) the amount of past due interest on the Loan Facility, (D) the date through which interest has been paid with respect to the Loan Facility, (E) the first date interest was due and not paid with respect to the Loan Facility, (F) the amount and calculation of the Collateral Protection Costs and the Enforcement Costs of Lender as of the Claim Date, and (G) the circumstances that gave rise to Borrower’s failure to make such payment including without limitation any Events of Default that have occurred and the dates of any such Events of Default;
(ii) a copy of the written demand made by Lender on the applicable Borrower and any Guarantors for payment of all amounts due and payable with respect to such Loan Facility or a copy of the bankruptcy notice or court order in the event that the making of such demand would be prohibited by (A) a court order or (B) an automatic stay imposed pursuant to 11 U.S.C. § 362(a) or a similar provision of a foreign bankruptcy law (Lender shall have no obligation to apply for relief from such stay);
(iii) duplicate originals or photocopies of fully duly executed copies of the Loan Authorization Agreement, Borrower Agreement, Loan Agreement and any other Loan Documents with respect to such Loan Facility;
(iv) copies of all UCC financing statements and other documents covering the Collateral for such Loan Facility filed by or on behalf of Lender and evidence that Lender ▇▇▇▇▇▇ has conducted or obtained, no earlier than 60 days prior to the Claim Date, lien searches of the appropriate agencies, registries, offices and jurisdictions which indicates that Lender has a perfected first priority Lien in the applicable Collateral subject only to Permitted Liens and any other exceptions from the order of priority as set forth in Section 6.E. and F. of the applicable Loan Authorization Agreement; and (applicable only if Export-Related Overseas Accounts Receivable or Export-Related Overseas Inventory is included in the Export-Related Borrowing Base), copies of any filings and searches which evidence that Lender has, as of the date no older than 60 days prior to the Claim filing date, a perfected first priority Lien in such Export-Related Overseas Accounts Receivable, Receivable and Export-Related Overseas Inventory and an opinion of Lender’s counsel in accordance with Section 4.11(e4.16(e); Lender shall include a certification stating the expiration date of any security filings (both domestic and foreign) scheduled to expire within twelve (12) months following the Claim Date;
(v) evidence that Lender paid the applicable Facility Fee to Ex-Im EXIM Bank and any accrued late fees within the time period set forth in Section 3.01 of this Agreement;
(vi) copies of all field examination reports conducted (or written extensions obtained) over the twelve (12) month period preceding the Claim Date in accordance with the requirements in Section 4.08 of this Agreement;
(vii) copies of all applicable Export-Related Borrowing Base Certificates and Borrower’s Certificates prepared in accordance with Section 4.06(a) together with supporting Accounts Receivable Aging Reports and accompanied by evidence of the sample of Invoices and corresponding Bills of Lading actual invoices or Export Orders conducted in accordance with Section 4.08(d4.08(g) (or alternatively, copies of all Invoices with corresponding Bills of Lading) Export Orders or invoices), for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above);
(viii) (applicable only if Export-Related Inventory or Export-Related Overseas Inventory is included in the Export-Related Borrowing Base) copies of all Export Orders or summaries of Export Orders accompanied by evidence of the sample of actual Export Orders conducted in accordance with Section 4.08(f), and Inventory schedules to be delivered pursuant to Section 2.05 of the Borrower Agreement, for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above) ;
(ix) a certification or other evidence that Lender ▇▇▇▇▇▇ has complied with the terms of Section 4.06(c) regarding prohibited Credit Accommodations;
(ixx) a certification (applicable only if Indirect Exports are included as Items in the Loan Facility) evidence, such as through Export Orders, Accounts Receivable Aging Reports accompanied by invoices and export contracts or other record of final foreign purchaser, and field examinations that Inventory and Accounts Receivables derived from Lender stating Indirect Exports included in the applicable Guarantee Percentage(s) Export-Related Borrowing Base were intended for export, for the Claim amount with reference to shorter of (i) the relevant supporting Invoices Loan Facility Term and corresponding Bills (ii) the six month period preceding the date of Lading or sampling documents and Borrower’s Certificates submitted with subpart (vii) above as well such documents covering the time period prior to that required in subpart (vii), if necessary, to substantiate Invoices eligible for coverage at the 95% Guarantee PercentagePayment Default;
(xxi) copies of Lender’s Economic Impact Certificates covering all of the Items listed in Section 4.A. of the Loan Authorization Agreement, as amended through the date of the last Credit Accommodation;
(xii) copies of ▇▇▇▇▇▇'s material records regarding Credit Accommodations and loan transaction history, including application of payments to the Loan Facility throughout the Loan Facility Term;
(xixiii) copies of any material communications to, and from, Ex-Im EXIM Bank regarding Events of Default;; and
(xiixiv) any material records regarding satisfaction of the Special Conditions, if any, and, modifications and waivers of Lender Obligations, if any.
(c) Notwithstanding Section 6.02, unless instructed otherwise in writing by Ex-Im EXIM Bank, Lender ▇▇▇▇▇▇ shall submit all Claims and Claim Documents to the Ex-Im EXIM Bank Asset Management Division, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Attention: Claims. Lender shall submit the Claim Documents together with the Claim unless Lender submits the Claim electronically through the Ex-Im EXIM Bank website, in which case Lender shall on the same day as the Claim is submitted electronically submit the Claim Documents to the address specified above.
(d) Upon written request from Lender ▇▇▇▇▇▇ received by Ex-Im EXIM Bank prior to the Claim filing deadline, Ex-Im EXIM Bank may in its discretion grant a written extension of the 90-day period for Claim submission. Ex-Im EXIM Bank shall notify Lender in writing if the Claim Documents submitted with the Claim are incomplete. Lender shall submit the requested missing Claim Documents to the address specified in subsection (c) above or such other address as Ex-Im EXIM Bank indicates to Lender in writing, within the timetable specified in writing by Ex-Im EXIM Bank, which time period shall not be less than ten (10) Business Days. If Lender does not submit all requested missing Claim Documents within the requested timetable, Ex-Im EXIM Bank reserves the right to return as incomplete the submitted Claim and Claim Documents. Such action shall not reset the timetable for Claim submission.
Appears in 1 contract
Sources: Master Guarantee Agreement
Conditions Precedent to Payment. (a) As conditions precedent to Ex-Im EXIM Bank's obligation to make a payment to Lender under the Guarantee with respect to a particular Loan Facility, Lender shall submit a written demand (“Claim”) to Ex-Im EXIM Bank for payment under the Guarantee, together with the Claim Documents, on a Business Day not sooner than thirty (30) calendar days the Claim Triggering Event date nor later than one hundred and twenty (120) calendar days following Borrower’s failure to pay when due any outstanding amount of principal or accrued interest payable on the Loan Facility (which is ninety (90) calendar days following a Payment Default). The Payment Default must thereafter, provided, that the Claim Triggering Event shall be continuing through the Claim Date.
(b) The Claim shall only be deemed complete upon receipt by Ex-Im EXIM Bank of all of the documents enumerated in this subsection (b) (the “Claim Documents”):
(i) a written statement setting forth (A) the total principal balance of the Disbursements and other Credit Accommodations outstanding, (B) the current Guaranteed Interest Rate, (C) the amount of past due interest on the Loan Facility, (D) the date through which interest has been paid with respect to the Loan Facility, (E) the first date interest was due and not paid with respect to the Loan Facility, (F) the amount and calculation of the Collateral Protection Costs and the Enforcement Costs of Lender as of the Claim Date, and (G) the circumstances that gave rise to Borrower’s failure to make such payment including without limitation any Events of Default that have occurred and the dates of any such Events of Default;
(ii) a copy of the written demand made by Lender on the applicable Borrower and any Guarantors for payment of all amounts due and payable with respect to such Loan Facility or a copy of the bankruptcy notice or court order in the event that the making of such demand would be prohibited by (A) a court order or (B) an automatic stay imposed pursuant to 11 U.S.C. § 362(a) or a similar provision of a foreign bankruptcy law (Lender shall have no obligation to apply for relief from such stay);
(iii) duplicate originals or photocopies of fully duly executed copies of the Loan Authorization Agreement, Borrower Agreement, Loan Agreement and any other Loan Documents with respect to such Loan Facility;
(iv) copies of all UCC financing statements and other documents covering the Collateral for such Loan Facility filed by or on behalf of Lender and evidence that Lender has conducted or obtained, no earlier than 60 days prior to the Claim Date, lien searches of the appropriate agencies, registries, offices and jurisdictions which indicates that Lender has a perfected first priority Lien in the applicable Collateral subject only to Permitted Liens and any other exceptions from the order of priority as set forth in Section 6.E. and F. of the applicable Loan Authorization Agreement; and (applicable only if Export-Related Overseas Accounts Receivable or Export-Related Overseas Inventory is included in the Export-Related Borrowing Base), copies of any filings and searches which evidence that Lender has, as of the date no older than 60 days prior to the Claim filing date, a perfected first priority Lien in such Export-Related Overseas Accounts Receivable, Receivable and Export-Related Overseas Inventory and an opinion of Lender’s counsel in accordance with Section 4.11(e4.16(e); Lender shall include a certification stating the expiration date of any security filings (both domestic and foreign) scheduled to expire within twelve (12) months following the Claim Date;
(v) evidence that Lender paid the applicable Facility Fee to Ex-Im EXIM Bank and any accrued late fees within the time period set forth in Section 3.01 of this Agreement;
(vi) copies of all field examination reports conducted (or written extensions obtained) over the twelve (12) month period preceding the Claim Date in accordance with the requirements in Section 4.08 of this Agreement;
(vii) copies of all applicable Export-Related Borrowing Base Certificates and Borrower’s Certificates prepared in accordance with Section 4.06(a) together with supporting Accounts Receivable Aging Reports and accompanied by evidence of the sample of Invoices and corresponding Bills of Lading actual invoices or Export Orders conducted in accordance with Section 4.08(d4.08(g) (or alternatively, copies of all Invoices with corresponding Bills of Lading) Export Orders or invoices), for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above);
(viii) (applicable only if Export-Related Inventory or Export-Related Overseas Inventory is included in the Export-Related Borrowing Base) copies of all Export Orders or summaries of Export Orders accompanied by evidence of the sample of actual Export Orders conducted in accordance with Section 4.08(f), and Inventory schedules to be delivered pursuant to Section 2.05 of the Borrower Agreement, for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above) ;
(ix) a certification or other evidence that Lender has complied with the terms of Section 4.06(c) regarding prohibited Credit Accommodations;
(ixx) a certification (applicable only if Indirect Exports are included as Items in the Loan Facility) evidence, such as through Export Orders, Accounts Receivable Aging Reports accompanied by invoices and export contracts or other record of final foreign purchaser, and field examinations that Inventory and Accounts Receivables derived from Lender stating Indirect Exports included in the applicable Guarantee Percentage(s) Export-Related Borrowing Base were intended for export, for the Claim amount with reference to shorter of (i) the relevant supporting Invoices Loan Facility Term and corresponding Bills (ii) the six month period preceding the date of Lading or sampling documents and Borrower’s Certificates submitted with subpart (vii) above as well such documents covering the time period prior to that required in subpart (vii), if necessary, to substantiate Invoices eligible for coverage at the 95% Guarantee PercentagePayment Default;
(xxi) copies of Economic Impact Certificates covering all of the Items listed in Section 4.A. of the Loan Authorization Agreement, as amended through the date of the last Credit Accommodation;
(xii) copies of Lender’s 's material records regarding Credit Accommodations and loan transaction history, including application of payments to the Loan Facility throughout the Loan Facility Term;
(xixiii) copies of any material communications to, and from, Ex-Im EXIM Bank regarding Events of Default;; and
(xiixiv) any material records regarding satisfaction of the Special Conditions, if any, and, modifications and waivers of Lender Obligations, if any.
(c) Notwithstanding Section 6.02, unless instructed otherwise in writing by Ex-Im EXIM Bank, Lender shall submit all Claims and Claim Documents to the Ex-Im EXIM Bank Asset Management Division, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Attention: Claims. Lender shall submit the Claim Documents together with the Claim unless Lender submits the Claim electronically through the Ex-Im EXIM Bank website, in which case Lender shall on the same day as the Claim is submitted electronically submit the Claim Documents to the address specified above.
(d) Upon written request from Lender received by Ex-Im EXIM Bank prior to the Claim filing deadline, Ex-Im EXIM Bank may in its discretion grant a written extension of the 90-day period for Claim submission. Ex-Im EXIM Bank shall notify Lender in writing if the Claim Documents submitted with the Claim are incomplete. Lender shall submit the requested missing Claim Documents to the address specified in subsection (c) above or such other address as Ex-Im EXIM Bank indicates to Lender in writing, within the timetable specified in writing by Ex-Im EXIM Bank, which time period shall not be less than ten (10) Business Days. If Lender does not submit all requested missing Claim Documents within the requested timetable, Ex-Im EXIM Bank reserves the right to return as incomplete the submitted Claim and Claim Documents. Such action shall not reset the timetable for Claim submission.
Appears in 1 contract
Sources: Master Guarantee Agreement
Conditions Precedent to Payment. (a) As The following shall be conditions precedent to Ex-Im Bank's obligation each payment made by Landlord to make a payment to Lender under the Guarantee with respect to a particular Loan Facility, Lender shall submit a written demand (“Claim”) to Ex-Im Bank for payment under the Guarantee, together with the Claim Documents, on a Business Day not sooner than thirty (30) calendar days nor later than one hundred and twenty (120) calendar days following Borrower’s failure to pay when due any outstanding amount of principal or accrued interest payable on the Loan Facility (which is ninety (90) calendar days following a Payment Default). The Payment Default must be continuing through the Claim Date.
Tenant as provided in subparagraph (b) The Claim shall only be deemed complete upon receipt by Ex-Im Bank of all of the documents enumerated in this subsection (b) (the “Claim Documents”):above:
(i) a written statement There shall be submitted to Landlord the certificate of Tenant's architect setting forth (A) that the total principal balance of the Credit Accommodations outstanding, (B) the current Guaranteed Interest Rate, (C) the amount of past due interest on the Loan Facility, (D) the date through which interest sum then requested to be withdrawn either has been paid with by Tenant or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons (whose names and addresses shall be stated), who have rendered or furnished certain services or materials for the work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of said persons in respect thereof, and stating the progress of the work up to the Loan Facilitydate of said certificate; that no part of such expenditures has been or is being made the basis, (E) in any previous or then pending request, for the first date interest was due and not paid with respect to the Loan Facility, (F) the amount and calculation withdrawal of Insurance Proceeds or has been made out of the Collateral Protection Costs proceeds of insurance received by Tenant; and that the Enforcement Costs of Lender as sum then requested does not exceed the value of the Claim Date, services and (G) materials described in the circumstances that gave rise to Borrower’s failure to make such payment including without limitation any Events of Default that have occurred and the dates of any such Events of Defaultcertificate;
(ii) There shall be furnished to Landlord an endorsement to Landlord's title policy from a copy title company satisfactory to Landlord, or other evidence showing that there has not been filed and insuring Landlord against any vendor's, mechanic's, laborer's or materialman's statutory or other similar lien affecting the Demised Premises which has not been discharged of record, except such as will be discharged upon payment of the written demand made by Lender on the applicable Borrower and any Guarantors for payment of all amounts due and payable with respect amount then requested to such Loan Facility or a copy of the bankruptcy notice or court order in the event that the making of such demand would be prohibited by (A) a court order or (B) an automatic stay imposed pursuant to 11 U.S.C. § 362(a) or a similar provision of a foreign bankruptcy law (Lender shall have no obligation to apply for relief from such stay);withdrawn; and
(iii) duplicate originals or photocopies At the time of fully duly executed copies making such payment Tenant is not in default in the payment of Rent and there is no existing and unremedied Event of Default on the part of Tenant under any of the Loan Authorization Agreementother agreements, Borrower Agreementterms, Loan Agreement covenants and any other Loan Documents with respect to such Loan Facility;
(iv) copies of all UCC financing statements and other documents covering the Collateral for such Loan Facility filed by or on behalf of Lender and evidence that Lender has conducted or obtained, no earlier than 60 days prior to the Claim Date, lien searches of the appropriate agencies, registries, offices and jurisdictions which indicates that Lender has a perfected first priority Lien in the applicable Collateral subject only to Permitted Liens and any other exceptions from the order of priority as set forth in Section 6.E. and F. of the applicable Loan Authorization Agreement; and (applicable only if Export-Related Overseas Accounts Receivable is included in the Export-Related Borrowing Base), copies of any filings and searches which evidence that Lender has, as of the date no older than 60 days prior to the Claim filing date, a perfected first priority Lien in such Export-Related Overseas Accounts Receivable, an opinion of Lender’s counsel in accordance with Section 4.11(e); Lender shall include a certification stating the expiration date of any security filings (both domestic and foreign) scheduled to expire within twelve (12) months following the Claim Date;
(v) evidence that Lender paid the applicable Facility Fee to Ex-Im Bank and any accrued late fees within the time period set forth in Section 3.01 conditions of this Agreement;
(vi) copies of all field examination reports conducted (or written extensions obtained) over the twelve (12) month period preceding the Claim Date in accordance with the requirements in Section 4.08 of this Agreement;
(vii) copies of all applicable Export-Related Borrowing Base Certificates and Borrower’s Certificates prepared in accordance with Section 4.06(a) together with supporting Accounts Receivable Aging Reports and evidence of the sample of Invoices and corresponding Bills of Lading conducted in accordance with Section 4.08(d) (or alternatively, copies of all Invoices with corresponding Bills of Lading) for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above);
(viii) a certification or other evidence that Lender has complied with the terms of Section 4.06(c) regarding prohibited Credit Accommodations;
(ix) a certification from Lender stating the applicable Guarantee Percentage(s) for the Claim amount with reference to the relevant supporting Invoices and corresponding Bills of Lading or sampling documents and Borrower’s Certificates submitted with subpart (vii) above as well such documents covering the time period prior to that required in subpart (vii), if necessary, to substantiate Invoices eligible for coverage at the 95% Guarantee Percentage;
(x) copies of Lender’s material records regarding Credit Accommodations and loan transaction history, including application of payments to the Loan Facility throughout the Loan Facility Term;
(xi) copies of any material communications to, and from, Ex-Im Bank regarding Events of Default;
(xii) any material records regarding satisfaction of the Special Conditions, if any, and, modifications and waivers of Lender Obligations, if any.
(c) Notwithstanding Section 6.02, unless instructed otherwise in writing by Ex-Im Bank, Lender shall submit all Claims and Claim Documents to the Ex-Im Bank Asset Management Division, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Attention: Claims. Lender shall submit the Claim Documents together with the Claim unless Lender submits the Claim electronically through the Ex-Im Bank website, in which case Lender shall Lease on the same day as the Claim is submitted electronically submit the Claim Documents part of Tenant to the address specified abovebe performed.
(d) Upon written request from Lender received by Ex-Im Bank prior to the Claim filing deadline, Ex-Im Bank may in its discretion grant a written extension of the 90-day period for Claim submission. Ex-Im Bank shall notify Lender in writing if the Claim Documents submitted with the Claim are incomplete. Lender shall submit the requested missing Claim Documents to the address specified in subsection (c) above or such other address as Ex-Im Bank indicates to Lender in writing, within the timetable specified in writing by Ex-Im Bank, which time period shall not be less than ten (10) Business Days. If Lender does not submit all requested missing Claim Documents within the requested timetable, Ex-Im Bank reserves the right to return as incomplete the submitted Claim and Claim Documents. Such action shall not reset the timetable for Claim submission.
Appears in 1 contract
Sources: Lease Agreement (Stimsonite Corp)
Conditions Precedent to Payment. (a) As conditions precedent to Ex-Im Bank's ’s obligation to make a payment to Lender Purchaser under the Guarantee with respect to a particular Loan Facilityan Exporter Payment Agreement, Lender Purchaser shall submit a written demand (“Claim”) to Ex-Im Bank for payment under the GuaranteeGuarantee (the “Claim”), together with the Claim Documents, on a Business Day not sooner than thirty (30) calendar days nor later than one hundred and twenty (120) calendar days following Borrower’s failure to pay when due any outstanding amount of principal or accrued interest payable on the Loan Facility (which is ninety (90) calendar days following a Payment Default)Claim Date. The Payment Default must be continuing through the Claim Date.
(b) The Claim shall only be deemed complete upon receipt by Ex-Im Bank of all of the documents enumerated in this subsection (b) ), in each case that form the basis of the Claim and is in form and substance reasonably satisfactory to Ex-Im Bank (the “Claim Documents”):
(i) a written statement setting forth forth: (A) the total principal balance amount of the Credit Accommodations Receivables Purchase Payments outstanding, (B) the current Guaranteed Interest Rateamount of past due Exporter Receivables Obligations under the Exporter Payment Agreement, (C) the amount of past due interest on the Loan Facility, (D) the date through which interest has Exporter Receivables Obligations have been paid with respect to the Loan FacilityExporter Payment Agreement, (ED) the first date interest an Exporter Receivables Obligation was due and not paid with respect to the Loan FacilityExporter Payment Agreement, and (FE) the amount and calculation of the Collateral Protection Costs and the Purchaser’s Enforcement Costs of Lender as of the Claim Date, and (G) the circumstances that gave rise to Borrower’s failure to make such payment including without limitation any Events of Default that have occurred and the dates of any such Events of Default;
(ii) a copy of the written demand demand, if any, made by Lender Purchaser on the applicable Borrower Eligible Exporter and any Guarantors Co-Obligor for payment of all amounts Exporter Receivables Obligations due and payable with respect to such Loan Facility or Exporter Payment Agreement or, if applicable, a copy of the bankruptcy notice issued in connection with the bankruptcy filing or court order similar proceedings involving the Eligible Exporter in the event that the making of such demand would be prohibited by (A) a court order or (B) an automatic stay imposed pursuant to 11 U.S.C. § 362(a) or a similar provision of a foreign bankruptcy law (Lender it being understood that Purchaser shall have no obligation to apply for relief from such stay);
(iii) a copy of the executed Exporter Payment Agreement;
(iv) photo- or electronic copies of the Payment Instructions and duplicate originals or photocopies of fully duly executed copies of the Loan Authorization Agreement, Borrower Agreement, Loan Agreement and any other Loan Documents Transaction Documents, with respect to such Loan Facility;
(iv) copies of all UCC financing statements and other documents covering the Collateral for such Loan Facility filed by or on behalf of Lender and evidence that Lender has conducted or obtained, no earlier than 60 days prior to the Claim Date, lien searches of the appropriate agencies, registries, offices and jurisdictions which indicates that Lender has a perfected first priority Lien in the applicable Collateral subject only to Permitted Liens and any other exceptions from the order of priority as set forth in Section 6.E. and F. of the applicable Loan Authorization Exporter Payment Agreement; and (applicable only if Export-Related Overseas Accounts Receivable is included in the Export-Related Borrowing Base), copies of any filings and searches which evidence that Lender has, as of the date no older than 60 days prior to the Claim filing date, a perfected first priority Lien in such Export-Related Overseas Accounts Receivable, an opinion of Lender’s counsel in accordance with Section 4.11(e); Lender shall include a certification stating the expiration date of any security filings (both domestic and foreign) scheduled to expire within twelve (12) months following the Claim Date;
(v) evidence that Lender Purchaser has paid the all applicable Facility Fee Guarantee Fees (including any late fees) to Ex-Im Bank and any accrued late fees within the time period set forth in Section 3.01 of this AgreementBank;
(vi) copies a certification or other evidence that (A) Purchaser has, to the best of all field examination reports conducted (or written extensions obtained) over the twelve (12) month period preceding the Claim Date in accordance its belief, complied with the requirements in Section 4.08 terms and conditions of this AgreementAgreement and the related Eligible Exporter Approval, (B) all the information supplied in support of this claim is complete and true, and it has not withheld any material facts; Certifications;
(vii) copies of all applicable Export-Related Borrowing Base Certificates and Borrowerthe most recent Eligible Exporter’s Certificates prepared in accordance with Section 4.06(a) together with supporting Accounts Receivable Aging Reports and evidence of the sample of Invoices and corresponding Bills of Lading conducted in accordance with Section 4.08(d) (or alternatively, copies of all Invoices with corresponding Bills of Lading) for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above);Required
(viii) a certification or other evidence that Lender has complied with of the terms of Section 4.06(c) regarding prohibited Credit Accommodations;
(ix) a certification from Lender stating the applicable Guarantee Percentage(s) for the Claim amount with reference to the relevant supporting Invoices and corresponding Bills of Lading or sampling documents and Borrower’s Certificates submitted with subpart (vii) above as well such documents covering the time period prior to that required in subpart (vii), if necessary, to substantiate Invoices eligible for coverage at the 95% Guarantee Percentage;
(x) copies of Lender’s material records regarding Credit Accommodations and loan transaction history, including application of payments to the Loan Facility throughout the Loan Facility Term;
(xi) copies of any material communications to, and from, Ex-Im Bank regarding Events of Default;
(xii) any material records regarding satisfaction of the Special Conditions, if any, and, modifications and waivers of Lender Purchaser Obligations, if any;
(ix) duly executed Assignment Agreements pursuant to which Purchaser assigns all of its rights, title and interest (including, without limitation, the rights of collection) in and to: (A) the Transaction Documents relating to the Exporter Receivables Obligations, (B) the Guaranteed Receivables, and (C) all other instruments, documents, items and property related to the applicable Exporter Receivables Obligations; provided, however, Purchaser shall not be required to submit such Assignment Agreements if on the Claim Date, the ratio (such ratio, the “Loss Ratio”) of
(1) the outstanding payment value of receivables owing by such Eligible Exporter purchased by Purchaser and not subject to the Guarantee to (2) the outstanding Payment Value of Guaranteed Receivables which are subject to any of the same Transaction Documents as the receivables described in clause (1) above and are part of the Claim is equal to or greater than 1.0 to 1.0.
(c) Notwithstanding Section 6.027.03, unless instructed otherwise in writing by Ex-Im Bank, Lender Purchaser shall submit all Claims and Claim Documents to the Ex-Im Bank Asset Management Division, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, Attention: Claims. Lender Purchaser shall submit the Claim Documents together with the Claim unless Lender submits the Claim electronically through the Ex-Im Bank website, in which case Lender shall on the same day as the Claim is submitted electronically submit the Claim Documents to the address specified aboveClaim.
(d) Upon written request from Lender received by Ex-Im Bank prior to the Claim filing deadline, Ex-Im Bank may in its discretion grant a written extension of the 90-day period for Claim submission. Ex-Im Bank shall notify Lender in writing if the Claim Documents submitted with the Claim are incomplete. Lender shall submit the requested missing Claim Documents to the address specified in subsection (c) above or such other address as Ex-Im Bank indicates to Lender in writing, within the timetable specified in writing by Ex-Im Bank, which time period shall not be less than ten (10) Business Days. If Lender does not submit all requested missing Claim Documents within the requested timetable, Ex-Im Bank reserves the right to return as incomplete the submitted Claim and Claim Documents. Such action shall not reset the timetable for Claim submission.
Appears in 1 contract
Sources: Master Guarantee Agreement
Conditions Precedent to Payment. (a) As conditions precedent to Ex-Im Bank's obligation to make a payment to Lender under the Guarantee with respect to a particular Loan Facility, Lender shall submit a written demand (“Claim”) to Ex-Im Bank for payment under the Guarantee, together with the Claim Documents, on a Business Day not sooner than thirty (30) calendar days nor later than one hundred and twenty (120) calendar days following Borrower’s failure to pay when due any outstanding amount of principal or accrued interest payable on the Loan Facility (which is ninety (90) calendar days following a Payment Default). The Payment Default must be continuing through the Claim Date.
(b) The Claim shall only be deemed complete upon receipt by Ex-Im Bank of all of the documents enumerated in this subsection (b) (the “Claim Documents”):
(i) a written statement setting forth (A) the total principal balance of the Disbursements and other Credit Accommodations outstanding, (B) the current Guaranteed Interest Rate, (C) the amount of past due interest on the Loan Facility, (D) the date through which interest has been paid with respect to the Loan Facility, (E) the first date interest was due and not paid with respect to the Loan Facility, (F) the amount and calculation of the Collateral Protection Costs and the Enforcement Costs of Lender as of the Claim Date, and (G) the circumstances that gave rise to Borrower’s failure to make such payment including without limitation any Events of Default that have occurred and the dates of any such Events of Default;
(ii) a copy of the written demand made by Lender on the applicable Borrower and any Guarantors for payment of all amounts due and payable with respect to such Loan Facility or a copy of the bankruptcy notice or court order in the event that the making of such demand would be prohibited by (A) a court order or (B) an automatic stay imposed pursuant to 11 U.S.C. § 362(a) or a similar provision of a foreign bankruptcy law (Lender shall have no obligation to apply for relief from such stay);
(iii) duplicate originals or photocopies of fully duly executed copies of the Loan Authorization Agreement, Borrower Agreement, Loan Agreement and any other Loan Documents with respect to such Loan Facility;
(iv) copies of all UCC financing statements and other documents covering the Collateral for such Loan Facility filed by or on behalf of Lender and evidence that Lender has conducted or obtained, no earlier than 60 days prior to the Claim Date, lien searches of the appropriate agencies, registries, offices and jurisdictions which indicates that Lender has a perfected first priority Lien in the applicable Collateral subject only to Permitted Liens and any other exceptions from the order of priority as set forth in Section 6.E. and F. of the applicable Loan Authorization Agreement; and (applicable only if Export-Related Overseas Accounts Receivable or Export-Related Overseas Inventory is included in the Export-Related Borrowing Base), copies of any filings and searches which evidence that Lender has, as of the date no older than 60 days prior to the Claim filing date, a perfected first priority Lien in such Export-Related Overseas Accounts Receivable, Receivable and Export-Related Overseas Inventory and an opinion of Lender’s counsel in accordance with Section 4.11(e4.16(e); Lender shall include a certification stating the expiration date of any security filings (both domestic and foreign) scheduled to expire within twelve (12) months following the Claim Date;
(v) evidence that Lender paid the applicable Facility Fee to Ex-Im Bank and any accrued late fees within the time period set forth in Section 3.01 of this Agreement;
(vi) copies of all field examination reports conducted (or written extensions obtained) over the twelve (12) month period preceding the Claim Date in accordance with the requirements in Section 4.08 of this Agreement;
(vii) copies of all applicable Export-Related Borrowing Base Certificates and Borrower’s Certificates prepared in accordance with Section 4.06(a) together with supporting Accounts Receivable Aging Reports and accompanied by evidence of the sample of Invoices and corresponding Bills of Lading actual invoices or Export Orders conducted in accordance with Section 4.08(d4.08(e) (or alternatively, copies of all Invoices with corresponding Bills of Lading) Export Orders or invoices), for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above);
(viii) (applicable only if Export-Related Inventory or Export-Related Overseas Inventory is included in the Export-Related Borrowing Base) copies of all Export Orders or summaries of Export Orders accompanied by evidence of the sample of actual Export Orders conducted in accordance with Section 4.08(d), and Inventory schedules to be delivered pursuant to Section 2.05 of the Borrower Agreement, for the shorter of (i) the Loan Facility Term and (ii) the six month period preceding the date of the Payment Default, plus all sets received subsequent to the Payment Default and the set immediately prior to the last Credit Accommodation (if not included in the above) ;
(ix) a certification or other evidence that Lender has complied with the terms of Section 4.06(c) regarding prohibited Credit Accommodations;
(ixx) a certification (applicable only if Indirect Exports are included as Items in the Loan Facility) evidence, such as through Export Orders, Accounts Receivable Aging Reports accompanied by invoices and export contracts or other record of final foreign purchaser, and field examinations that Inventory and Accounts Receivables derived from Lender stating Indirect Exports included in the applicable Guarantee Percentage(s) Export-Related Borrowing Base were intended for export, for the Claim amount with reference to shorter of (i) the relevant supporting Invoices Loan Facility Term and corresponding Bills (ii) the six month period preceding the date of Lading or sampling documents and Borrower’s Certificates submitted with subpart (vii) above as well such documents covering the time period prior to that required in subpart (vii), if necessary, to substantiate Invoices eligible for coverage at the 95% Guarantee PercentagePayment Default;
(xxi) copies of Economic Impact Certificates covering all of the Items listed in Section 4.A. of the Loan Authorization Agreement, as amended through the date of the last Credit Accommodation;
(xii) copies of Lender’s 's material records regarding Credit Accommodations and loan transaction history, including application of payments to the Loan Facility throughout the Loan Facility Term;
(xixiii) copies of any material communications to, and from, Ex-Im Bank regarding Events of Default;
(xii) any material records regarding satisfaction of the Special Conditions, if any, ; and, modifications and waivers of Lender Obligations, if any.
(c) Notwithstanding Section 6.02, unless instructed otherwise in writing by Ex-Im Bank, Lender shall submit all Claims and Claim Documents to the Ex-Im Bank Asset Management Division, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Attention: Claims. Lender shall submit the Claim Documents together with the Claim unless Lender submits the Claim electronically through the Ex-Im Bank website, in which case Lender shall on the same day as the Claim is submitted electronically submit the Claim Documents to the address specified above.
(d) Upon written request from Lender received by Ex-Im Bank prior to the Claim filing deadline, Ex-Im Bank may in its discretion grant a written extension of the 90-day period for Claim submission. Ex-Im Bank shall notify Lender in writing if the Claim Documents submitted with the Claim are incomplete. Lender shall submit the requested missing Claim Documents to the address specified in subsection (c) above or such other address as Ex-Im Bank indicates to Lender in writing, within the timetable specified in writing by Ex-Im Bank, which time period shall not be less than ten (10) Business Days. If Lender does not submit all requested missing Claim Documents within the requested timetable, Ex-Im Bank reserves the right to return as incomplete the submitted Claim and Claim Documents. Such action shall not reset the timetable for Claim submission.
Appears in 1 contract
Sources: Master Guarantee Agreement