Notices and other communications to the Lenders and the L/C
Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) in accordance with clause (b)(ii) below or otherwise pursuant to procedures
approved by the Agents, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to ARTICLE II and ARTICLE III if such Lender or the L/C Issuer, as applicable, has notified the Agents that it is
incapable of receiving notices under such Article by electronic communication. This ARTICLE XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the Agents, the Lenders, the Bank Product Providers, the L/C Issuer or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as
though such payment had not been made. (b) Subject to Section 5.03(a) and 8.01(a), and except as otherwise agreed by the Agents, the
Loan Parties shall, with respect to each Cash Management Account, deliver to the Collateral Agent a Cash Management Agreement with respect to such Cash Management Account. The Loan Parties shall not maintain cash, Cash Equivalents or other amounts
in any deposit account or securities trend following strategy account, unless the Collateral Agent shall have received a Cash Management Agreement in respect of each such deposit account or securities account (other than accounts excluded from the definition of “Cash
Management Accounts”). Except as
could not reasonably be expected to result in a Material Adverse Effect, obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, and take all necessary action to timely renew, all material permits,
licenses, authorizations, approvals, entitlements and accreditations which are necessary or useful in the proper conduct of its business. (d)
Preservation of Existence, Etc. (i) Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its (A) existence (except to the extent otherwise permitted to merge, dissolve or liquidate pursuant to this
Agreement) and (B) material rights and privileges, and (ii) become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned
or leased by it or in which the transaction of its business makes such qualification necessary unless the failure to comply with clause (i)(B) or to be so qualified and in good standing could not reasonably be expected to result in a Material
Adverse Effect.
“Collateral” means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter
acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations. To begin writing a financial agreement, you must keep in mind a number of steps. And if you are looking for greater convenience and efficiency, using a ready-made template will save a lot of time and energy. Easily browse and choose a sample template of your choice from the selection above and follow the basic tutorial guide below. Like in any formal agreement, there are certain procedures and standards that need to be followed.
Premium Digital includes access to our premier business column, Lex, as well as 15 curated newsletters covering key business themes with original, in-depth reporting. [8.] If any mutilated Security is surrendered to the Fiscal Agent, the Issuer shall execute, and the Fiscal Agent shall
authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously Outstanding. Italy shall pay all stamp and other duties, if any, which may be
imposed by the Republic of Italy, the United States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the Fiscal Agent Agreement or the issuance of this Security. Of bonds, notes, debentures or other securities issued by Italy on international markets (but for the avoidance of doubt, excluding any such securities issued exclusively in Italy) that are or
were intended to be quoted, listed or traded on any securities exchange or other securities market. [[8.] If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Fiscal
Agent, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously Outstanding, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security. Acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a new
Security of like tenor and principal amount and bearing a number not contemporaneously Outstanding.
All Securities issued upon
any registration of transfer or exchange of Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service
charge shall be made for any registration of transfer or exchange, but Italy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Declaration of acceleration properly given in accordance with this Paragraph 7, all amounts payable on the Securities will become immediately due and payable on the date that written notice of
acceleration is received by the Issuer and the Fiscal Agent at its corporate trust office, unless all such defaults have been remedied or waived prior to the receipt of such written notice by the Issuer and the Fiscal Agent. (b) In any case where the due date for the payment of the principal of [(and premium, if any, on)] [or interest on] any Security [or the date fixed for redemption of any Security] shall be at any place of
payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal [(and premium)] [or interest] need not be made on such date at such place but may be made on the next succeeding day at such place
which is not a day on which banking institutions are authorized or obligated by law to close, with the same force and effect as if made on the date for such payment [or the date fixed for redemption], and no interest shall accrue for the period
after such date. (b) In any case where the due date for the payment of the principal of [(and premium, if any, on)] [or interest on] any
Security [or the date fixed for redemption of any Security] shall be at any place of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal [(and premium)] [or interest] need not be made on
such date at such place but may be made on the next succeeding day at such place which is not a day on which banking institutions are authorized or obligated by law to close, with the same force and effect as if made on the date for such payment [or
the date fixed for redemption], and no interest shall accrue for the period after such date.
Each Revolving Loan that is a LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and
shall be in integral multiples of $250,000 in excess thereof. The Borrowers shall have not more than seven (7) LIBOR Rate Loans made to the Borrowers in effect at any given time. For the avoidance of doubt, each Revolving Loan that is a
Reference Rate Loan shall not be required to be made in a minimum increment amount. “Senior Leverage Ratio” means, with respect to any Person and its Subsidiaries for
any period, the ratio of (a) the amount of Consolidated Funded Indebtedness of such Person and its Subsidiaries as of the end of such period (excluding any Subordinated Indebtedness of such Person and its Subsidiaries then outstanding) minus
Qualified Cash of such Person and its Subsidiaries in excess of $2,000,000 as of the end of such period to (b) Consolidated EBITDA of such Person and its Subsidiaries for such period. “Securities Act” means the Securities Act of 1933, as amended, or any similar
Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.
If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been
so made available. All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of
transfer or exchange, but Italy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Security not involving any
registration of a transfer. The Issuer will appoint a person (the ‘calculation agent’) to tally what happens if i buy tesla stock today and calculate votes cast in connection with any proposal and/or proposed
modification for the purposes of determining whether the proposal and/or proposed modification has been approved by the requisite principal amount of outstanding Securities and, in the case of a cross series modification and/or cross series
proposal, by the requisite principal amount of outstanding debt securities of each affected series of debt securities. In the case of a cross series modification and/or cross series proposal, the same person will be appointed as the calculation
agent for the proposal and/or proposed modification of the Securities and each other affected series of debt securities. The Issuer shall take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or
appointments in full force and effect as aforesaid.
This Agreement, together with the other Loan Documents, reflects the entire understanding of the
parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. No failure on the part of any Agent or any Lender to exercise, and no delay in
exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any Loan Document preclude any other or carry trade example further exercise thereof or the exercise of any
other right. The rights and remedies of the Agents and the Lenders provided herein and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Agents and the
Lenders under any Loan Document against any party thereto are not conditional or contingent on any attempt by the Agents and the Lenders to exercise any of their rights under any other Loan Document against such party or against any other Person.
(b) With effect from the Resignation Effective Date, (i) the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by such Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent
shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to
the surviving Agent directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s Agent’s appointment as Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. After the retiring
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article, Section 12.04 and Section 12.16 shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or
omitted to be taken by it while the retiring Agent was acting as Agent. (d) Upon the terms and subject to the conditions set forth in a Cash Management Agreement with respect to a Cash Management Account, all
amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the applicable Administrative Agent’s Account, except that, so long as (i) no Event of Default has occurred and
is continuing and (ii) average Availability is greater than ten percent (10%) of the then-existing Maximum Revolving Loan Amount during any consecutive 30 day period based on the most recently delivered Borrowing Base Certificate, no Agent will
direct any Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. If the Collateral Agent is sweeping cash from the Cash Management Accounts into the Administrative Agent’s Account in
accordance with the immediately preceding sentence, the Collateral Agent shall discontinue such cash sweep and allow the Loan Parties to withdraw cash from the Cash Management Accounts so long as (A) average Availability exceeds ten percent
(10%) of the then-existing Maximum Revolving Loan Amount over 60 consecutive days based on the most recently delivered Borrowing Base Certificate and (B) the Cash Management Bank allows for the reversion of such cash dominion. For the avoidance
of any doubt, during any cash dominion period as provided for in the preceding sentence, (x) Administrative Agent may sweep cash from any Cash Management Account maintained with Administrative Agent to the Administrative Agent’s Account,
and may request that Collateral Agent (and upon any such request Collateral Agent shall) sweep cash from the Cash Management Accounts maintained with any bank or financial institution other than Administrative Agent to the Administrative
Agent’s Account.
No
material authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date or are not required to
be obtained as a condition to closing thereunder. Each Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. (d) (i) Each Lender (or Transferee) with respect to the Obligations that is organized under the laws of
a jurisdiction outside the United States (a “Non-U.S. Lender”) agrees that it shall deliver to the Administrative Agent (who shall promptly provide a copy thereof to the Borrower) (or, in the
case of a participant, to the Lender granting the participation only) a properly completed and duly executed copy of either U.S.
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The Fiscal Agent shall indemnify the Issuer against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax)
which the Issuer may incur as a result of or arising out of or in relation to the Fiscal Agent’s wilful misconduct, negligence or bad faith or that of its officers, directors or employees. The obligations of the Fiscal Agent under this
Section 12 shall survive payment of all Securities, the resignation or removal of the Fiscal Agent or the termination or the expiry of this Agreement, as the case may be. The Issuer may appoint a separate
fiscal agent for the Securities of any Series in addition to or in lieu of the Fiscal Agent or any other fiscal agent which is acting as such agent for the Securities of any other Series. Any such separate fiscal agent shall be a bank or trust
company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The City of
New York and authorized under such laws to exercise corporate trust powers. Any separate fiscal agent shall enter into an agreement with the Issuer under which such fiscal agent shall agree to act on substantially the terms applicable to the
Fiscal Agent hereunder. The Fiscal Agent, any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof and their respective affiliates, officers, directors
and employees may become the owner of, or acquire any interest in, any Securities or coupons, with the same rights that they would have if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person, and may engage or be
interested in any financial or other transaction with the Issuer, and may act on, or as depository, trustee or agent for, any committee or body of holders of Securities or coupons or other obligations of the Issuer, as freely as if they were not the
Fiscal Agent, such offer Paying Agent or Transfer Agent or such person.
No consent or approval of any landlord or other third party in connection
with any such Lease is necessary for any Loan Party to enter into and execute the Loan Documents to which it is a party, except as set forth on Schedule 6.01(o). To the best knowledge of any Loan Party, as of the Effective Date, no other party to
any such Lease is in default of its material obligations thereunder, and no Loan Party (or any other party to any such Lease) has at any time delivered or received any notice of default which remains uncured under any such Lease and, as of the
Effective Date, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default under any such Lease. (a) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, each of the Borrowers hereby accepts joint and
several liability hereunder and under the other Loan Documents for the Obligations, in consideration of the financial accommodations to be provided by the Agents and the Lenders under this Agreement and the other Loan Documents, for the mutual
benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. Each of the Borrowers, jointly and severally, hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations
(including, without limitation, any Obligations arising under this Section 4.05) it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or
distinction among them. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such
event, the other Borrowers will make such payment with respect to, or perform, such Obligation.
Each prepayment pursuant to subsections (c)(iii),(c)(iv), (c)(v), (c)(vi), (c)(vii) and (c)(viii) above
shall be applied, first, to the applicable Term Loans, and second, to the Revolving Loans, except that proceeds of casualty insurance and non-ordinary course dispositions with respect to
Inventory shall be applied, first, to the Revolving Loans (without any reduction in the Total Revolving Credit Commitment or any applicable Revolving Credit Commitment) and, second, to the applicable Term Loans. Prepayments of the Term Loan pursuant
to Section 2.05(c) shall be applied against the next four quarters of scheduled amortization in respect of the Term Loan, with the balance applied to Term Loan in the inverse order of maturity. Interest on each Loan shall be payable on each Interest Payment
Date, commencing on the first Interest Payment Date following the month in which such Loan is made and at maturity (whether upon demand, by acceleration or otherwise). Each Borrower
hereby authorizes the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account pursuant to Section 4.01 with the amount of any interest payment due hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each
Lender’s share thereof. “Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of a Loan Party
or any Subsidiary of a Loan Party that is held in a deposit account subject to a Cash Management Agreement in favor of the Collateral Agent, for the benefit of the Lenders or with respect to which any Agent is the depositary or securities
intermediary and that is on deposit with banks, or in securities accounts with securities intermediaries, or any combination thereof.
The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer, except to the extent that such Person is not liable for
such Indebtedness. Italy may issue its notes, bonds, debentures and/or other unsecured evidences of indebtedness (the “Securities”) in separate series from time to time (each such series of
Securities being hereinafter referred to as a “Series” or the “Securities of a Series”). All Securities will be unsecured (subject to the provisions in the Securities providing for the securing of such obligations in the event
certain other obligations of Italy are secured), direct, unconditional and general obligations of Italy for money borrowed and each Series will rank pari passu with each other Series and with all other unsecured and unsubordinated general
obligations of Italy for money borrowed, except for such obligations as may be preferred by mandatory provisions of international treaties and similar obligations to which Italy is a party. The full faith and credit of Italy will be pledged for the
due and punctual payment of all Securities and for the due and timely performance of all obligations of Italy in respect thereof.