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Contract analysis / payoff-letter-harborview.docx
payoff-letter-harborview.docx
High · 3
Medium · 3
Standard · 6
1. Recitals; Background
Standard
⚑ Commercial term
1. Recitals; Background Reference is hereby made to that certain Credit Agreement, dated as of September 12, 2019 (as amended by that certain First Amendment to Credit Agreement dated as of March 6, 2020, that certain Second Amendment to Credit Agreement dated as of November 20, 2020, and that certain Third Amendment to Credit Agreement dated as of July 15, 2022, and as further amended, restated, supplemented, or oth
2. Payoff Amount
High
⚑ Penalty / liquidated damages
2. Payoff Amount The total amount required to satisfy in full all Obligations of the Borrowers and the Guarantors under the Existing Credit Facility, calculated through and including the close of business on May 19, 2023, is One Hundred Twelve Million Four Hundred Fifty Thousand Dollars ($112,450,000.00) (the "Payoff Amount"), as set forth in the following breakdown: The Payoff Amount is inclusive of all principal, a
3. Payoff Date
Standard
⚑ Commercial term
3. Payoff Date The Payoff Date is May 19, 2023. The Payoff Amount must be received by Harborview in immediately available funds no later than 2:00 p.m. (Eastern Time) on the Payoff Date. For purposes of this Payoff Letter, "immediately available funds" means a federal funds wire transfer received and finally credited to the account specified in Section 4 below. In the event that the Payoff Amount is not received by H
4. Wire Instructions
Standard
⚑ Commercial term
4. Wire Instructions The Payoff Amount shall be remitted by wire transfer of immediately available funds to the following account: Bank Name: Commonwealth National Bank, N.A. ABA/Routing Number: 011401533 Account Name: Harborview Lending Group, LLC Account Number: 8842-7701-6093 Reference: Cascade Retail Holdings Inc. — Payoff / Existing ABL Facility Attention: Steven Calloway, Vice President The Borrowers and Cresce
5. Release of Liens and Termination of Security Interests
Medium
⚑ Notice / time limit to track
5. Release of Liens and Termination of Security Interests Upon receipt by Harborview of the Payoff Amount in full in immediately available funds, Harborview hereby irrevocably agrees to take the following actions: (a) Release all liens, security interests, pledges, charges, assignments, mortgages, and encumbrances of any kind or nature whatsoever (collectively, "Liens") held by or on behalf of Harborview on any and a
6. Termination of Existing Credit Facility
High
⚑ Indemnity / guarantee obligation
6. Termination of Existing Credit Facility Upon receipt by Harborview of the Payoff Amount in full in immediately available funds on or before the Payoff Date (or, if applicable, as adjusted pursuant to Section 3 above): (a) The Credit Agreement and all Loan Documents executed and delivered in connection therewith (including, without limitation, the Security Agreement, any guarantee agreements, any pledge agreements,
7. No Outstanding Letters of Credit or Other Obligations
High
⚑ Indemnity / guarantee obligation
7. No Outstanding Letters of Credit or Other Obligations Harborview hereby confirms and represents that, as of the date of this Payoff Letter: (a) There are no letters of credit, bankers' acceptances, or other contingent obligations of any kind outstanding under the Existing Credit Facility. (b) Upon receipt of the Payoff Amount in full in immediately available funds, no further amounts of principal, interest, fees,
8. Direction to Pay
Standard
⚑ Commercial term
8. Direction to Pay The Borrowers hereby irrevocably direct and authorize Crescent Harbor Bank, National Association, in its capacity as Administrative Agent under the New Credit Facility, to disburse the Payoff Amount directly to Harborview in accordance with the wire transfer instructions set forth in Section 4 of this Payoff Letter on the Payoff Date, on behalf of and for the account of the Borrowers. Such disburs
9. Representations and Confirmations of Harborview
Medium
⚑ Assignment / subcontracting
9. Representations and Confirmations of Harborview Harborview hereby represents, warrants, and confirms to the Borrowers and to Crescent Harbor, as of the date hereof and as of the Payoff Date, as follows: (a) Harborview is the sole lender and Administrative Agent under the Credit Agreement and the Existing Credit Facility. No participation interests in any of the loans or commitments under the Existing Credit Facili
10. Contact Information
Standard
⚑ Commercial term
10. Contact Information All questions, communications, and inquiries regarding this Payoff Letter, the payment of the Payoff Amount, and the release and termination actions described herein should be directed to: Steven Calloway, Vice President Harborview Lending Group, LLC 100 Summer Street, Suite 2800 Boston, Massachusetts 02110 Telephone: (617) 555-2480 Email: scalloway@harborviewlending.com
11. Governing Law
Medium
⚑ Forum / governing law
11. Governing Law This Payoff Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
12. Miscellaneous
Standard
⚑ Commercial term
12. Miscellaneous This Payoff Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile or by electronic transmission in portable document format (PDF) shall be effective as delivery of a manually executed o