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A. The Legal Obligation To Pay the Loan Costs
Respondent contends that the critical question concerns who
is legally obligated to pay the loan acquisition costs.
Petitioner disputes this, but asserts it was so obligated. Thus,
we begin by considering whether petitioner or Schneider was
legally obligated to pay the commitment and legal fees in
question. In the case of the commitment fee owed under the
Commitment Letter, it is clear Schneider alone was obligated.
The Commitment Letter obligated Schneider to pay the fee up until
the Bridge Loan was funded. The Commitment Letter, which was
addressed to Schneider, states in relevant part:
Your Company shall pay our two Banks * * * a
commitment fee of * * * [stated terms] * * * The
receipt of this commitment fee shall cease upon * * *
[stated circumstances] * * * barring an extension
approved by our two Banks and your Group. [Emphasis
added.]
We find that “Your Company” refers to Schneider, the addressee of
the letter. Petitioner argues that the words “Your Company”
refer to Schneider and its affiliates, and that the reference at
the end of the paragraph to “your Group” supports a finding that
the two terms are used interchangeably. However, while the
Commitment Letter does not define the term “Your Company”, it
does parenthetically clarify the meaning of “Your Group” as
“(i.e., SCHNEIDER and the subsidiaries subject to
consolidation)”. Moreover, the Commitment Letter provides at one
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