Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with a signed Borrowing Base Certificate on a specified Business Day of each week (such day to be mutually agreeable to Borrowers and Lender (such date shall be referred to herein as the “Settlement Date”, whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder. (b) Not later than 11:00 A.M. (Eastern Time) two (2) Business Days prior to each Settlement Date (“Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. (Eastern Time) on the second Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. (Eastern Time) on the Download Date, the third Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b) hereto (a “Borrowing Base Report”). (c) If Borrowers request that a Revolving Loan be made on any date other than the Settlement Date, Borrowers shall deliver to Lender an executed Borrowing Base Report and a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c) hereto (a “Loan Request”). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers. (d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. (Eastern Time) on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. (Eastern Time)) to Borrowers a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans. (e) Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 2 contracts
Samples: Credit Agreement (Clarient, Inc), Credit Agreement (Clarient, Inc)
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender LENDER will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with BORROWERS once a signed Borrowing Base Certificate week, on a specified Business Day of each week (such day to be mutually agreeable to Borrowers and Lender LENDER (such date shall be referred to herein as the “Settlement Date”, "DESIGNATED FUNDING DATE") whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan , and on the Settlement Date or any such other day of the week as BORROWERS may request (such day along with the Settlement Designated Funding Date are is referred to herein as the “Funding Date”"FUNDING DATE"). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. a.m. (Eastern Time) two (2) Business Days prior to each Settlement Designated Funding Date (“Download Date”"DOWNLOAD DATE"), Borrowers BORROWERS will deliver to Lender LENDER the computer file data associated with the Accounts, which shall include include, without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by Lender LENDER to enable Lender LENDER to process and value the outstanding Accounts of BorrowersBORROWERS on LENDER's Value Track System(TM), as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”"ACCOUNTS DETAIL FILE"). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent LENDER will prepare and deliver to Borrowers BORROWERS by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 11:00 a.m. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), ) a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(bEXHIBIT 2.2(B) hereto (a “Borrowing Base Report”"BORROWING BASE REPORT"). Notwithstanding the foregoing, until such time as BORROWERS request a Revolving Loan to be made, BORROWERS hereby agree to submit to the LENDER such Accounts Detail File monthly to be received by LENDER no later than the tenth day of each month.
(c) On the Designated Funding Date, BORROWERS will sign and return the Borrowing Base Report to LENDER. If Borrowers request BORROWERS are requesting that a Revolving Loan be made on any date other than the Settlement such Designated Funding Date, Borrowers BORROWERS shall also deliver to Lender an executed LENDER, concurrently with the Borrowing Base Report and Report, a written request for such Revolving Loan substantially in the form of Exhibit 2.02(cEXHIBIT 2.2(C) hereto (a “Loan Request”"LOAN REQUEST"). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers BORROWERS acknowledge that Lenders LENDER may rely on Borrowers BORROWERS' signatures by facsimile, which shall be legally binding upon BorrowersBORROWERS.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender LENDER before 12:00 P.M. 11:00 a.m. (Eastern Time) on the Funding Date, Lender LENDER will advance on the Designated Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. 11:00 a.m. (Eastern Time)) to Borrowers BORROWER a Revolving Loan in the an amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers BORROWERS in the Loan Request, Request or (ii) the Borrowing Base Excess as of such date; provided that such Revolving Loan is not less than One Hundred Thousand and No/100 Dollars ($100,000.00). Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(e) Lender’s LENDER's determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender Xxxxxx will make Revolving Loans to Borrowers Borrower upon request. Borrowers Lender shall provide Lender Borrower with a signed report regarding the Borrowing Base Certificate then in effect (a “Borrowing Base Certificate”) on a specified the first Business Day of each week (such day to be mutually agreeable to Borrowers and Lender (such date shall be referred to herein as the “Settlement Date”), whether or not Borrowers have Borrower has requested a Revolving Loan to be made on such date)). Borrowers If Borrower does not request a Revolving Loan on any Settlement Date, Borrower Representative shall cause the Borrowing Base Certificate to be executed by a duly Authorized Officer and return such duly executed Borrowing Base Certificate to Lender that same day. Borrower may request a Revolving Loan on the any Settlement Date or any other day of the week (such day along with the Settlement Date are on which a Revolving Loan is requested to be made is referred to herein as the “Funding Date”). Whether or not Borrowers have requested Upon request by Borrower of a Revolving Loan to be made on any Funding Date, which such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction request shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. (Eastern Time) two (2) Business Days prior to each Settlement Date (“Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required received by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. (Eastern Time) 12:00 P.M. on the second Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. (Eastern Time) on the Download Funding Date, the third Business Day following the Download Date), Lender shall prepare a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b) hereto (a “Borrowing Base Report”).
(c) If Borrowers request that a Revolving Loan be made on any date other than the Settlement Date, Borrowers shall deliver to Lender an executed Borrowing Base Report Certificate and a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c2.02(a) hereto (a “Loan Request”). The Borrowing Base Report ) and forward such Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers.
(d) to Borrower Representative for execution. Subject to the terms and conditions of this Agreement, if the executed Borrowing Base Report (if applicable) Certificate and Loan Request are delivered to received by Lender before 12:00 4:00 P.M. (Eastern Time) on the any Funding Date, Lender will advance on the such Funding Date (or the next Business Day if the executed Borrowing Base Report Certificate and Loan Request are delivered received by Lender after 12:00 P.M. (Eastern Time)4:00 P.M.) to Borrowers Borrower a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers Borrower in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender Xxxxxx hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans. In the event that the Loan Request does not comply with the foregoing requirements within the timing parameters set forth above, Lender is under no obligation to provide the requested Advance.
(eb) LenderThe Borrowing Base Certificate and the Loan Request may be delivered via facsimile or digitally scanned and delivered by internet electronic mail, and Borrower acknowledges that Lender may rely on Borrower’s determination of signature by facsimile or by scanned image, which shall be legally binding upon Borrower.
(c) Whether or not Borrower has requested a Revolving Loan to be made on such date, Lender may at any time charge against the Estimated Net Value of the Eligible Accounts and Credit Facility an amount equal to all fees, Expenses, principal, interest or other amounts as and when due and payable to Lender hereunder, and such charge shall be deemed to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding a Revolving Loan and conclusivean Advance hereunder.
Appears in 1 contract
Samples: Credit Agreement (Enzo Biochem Inc)
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuing hereunderremain outstanding, Lender will make Revolving Loans to Borrowers Borrower upon request. Borrowers Lender shall provide Lender Borrower with a signed report regarding the Borrowing Base Certificate then in effect (a “Borrowing Base Certificate”) on a specified Business Day of each week (such day to be mutually agreeable to Borrowers Borrower and Lender (such date shall be referred to herein as the “Settlement Date”, ,” whether or not Borrowers have Borrower has requested a Revolving Loan to be made on such date)). Borrowers If Borrower does not request a Revolving Loan on any Settlement Date, Borrower Representative shall cause the Borrowing Base Certificate to be executed by a duly Authorized Officer and return such duly executed Borrowing Base Certificate to Lender that same day. Borrower may request a Revolving Loan on the any Settlement Date or any other day of the week (such day along with the Settlement Date are on which a Revolving Loan is requested to be made is referred to herein as the “Funding Date”). Whether or not Borrowers have requested Upon request by Borrower of a Revolving Loan to be made on any Funding Date, which such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction request shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. (Eastern Time) two (2) Business Days prior to each Settlement Date (“Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required received by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. (Eastern Time) 2:00 P.M. on the second Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. (Eastern Time) on the Download Funding Date, the third Business Day following the Download Date), Lender shall prepare a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b) hereto (a “Borrowing Base Report”).
(c) If Borrowers request that a Revolving Loan be made on any date other than the Settlement Date, Borrowers shall deliver to Lender an executed Borrowing Base Report Certificate and a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c2.02(a) hereto (a “Loan Request”). The Borrowing Base Report ) and forward such Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers.
(d) to Borrower Representative for execution. Subject to the terms and conditions of this Agreement, if the executed Borrowing Base Report (if applicable) Certificate and Loan Request are delivered to received by Lender before 12:00 4:00 P.M. (Eastern Time) on the any Funding Date, Lender will advance on the such Funding Date (or the next Business Day if the executed Borrowing Base Report Certificate and Loan Request are delivered received by Lender after 12:00 P.M. (Eastern Time)4:00 P.M.) to Borrowers Borrower a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers Borrower in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(b) The Borrowing Base Certificate and the Loan Request may be delivered via facsimile or digitally scanned and delivered by internet electronic mail, and Borrower acknowledges that Lender may rely on Borrower’s signature by facsimile or by scanned image, which shall be legally binding upon Borrower.
(c) Whether or not Borrower has requested a Revolving Loan to be made on such date, Lender may at any time charge against the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts as and when due and payable to Lender hereunder, and such charge shall be deemed to be a Revolving Loan and an Advance hereunder.
(i) Not later than 5:00 P.M. on the tenth (10th) day after the preceding month-end (the “Download Date”), Borrower will deliver to Lender a system-generated month end data file associated with the Accounts, which shall include, without limitation, the information (including changes in the Obligor reimbursement rates and changes in Federal or state laws or regulations affecting payment for medical services) required by Lender to enable Lender to process and value the outstanding Accounts of Borrower, as well as bxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrower Representative a Borrowing Base Certificate by no later than 12:00 P.M. on the next Settlement Date, provided, however, if the Accounts Detail File is received less than one (1) Business Day prior to the Settlement Date, the Borrowing Base will not be updated until the next Settlement Date.
(ii) No later than 5:00 P.M. (Eastern time) on the tenth (10th) day after the preceding month end, Borrower will deliver to Lender an A/R Reconciliation by Posting Date (as generated by Borrower’s Point Click Care accounts receivable system) report for such preceding month.
(iii) No later than 5:00 P.M. ten (10) Business Days after the preceding month end Borrower will deliver to Lender a system-generated monthly cash posting file for such preceding month.
(e) Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with a signed report regarding the Borrowing Base Certificate then in effect, which shall be in substantially the form of Exhibit 2.02(a) hereto (each, a “Borrowing Base Certificate”) on a specified Business Day of each week (such day to be mutually agreeable to Borrowers and Lender (such date shall be referred to herein as the “Settlement Date”, whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. (Eastern Time) two (2) Business Days prior to each Settlement Date (“Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. (Eastern Time) on the second Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 11:00 A.M. (Eastern Time) on the Download Date, the third Business Day following the Download Date), a report regarding the Borrowing Base then in effectCertificate. In addition, which shall be substantially in within five (5) Business Days after the form last day of Exhibit 2.02(b) hereto (each calendar month, Borrowers will deliver to Lender a “Borrowing Base Report”)cash posting file.
(c) If Borrowers request that a Revolving Loan be made on any date other than the Settlement Date, Borrowers shall deliver to Lender an executed Borrowing Base Report Certificate and a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c) hereto (a “Loan Request”). The Borrowing Base Report Certificate and Loan Request may be delivered via telecopy facsimile or digitally scanned and delivered by electronic mail and Borrowers acknowledge that Lenders may rely on Borrowers Borrowers’ signatures by facsimilefacsimile or digitally scanned image by electronic mail, which shall be legally binding upon Borrowers.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report Certificate (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. (Eastern Time) on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report Certificate and Loan Request are delivered after 12:00 P.M. (Eastern Time)) to Borrowers a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(e) Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunderAgreement, Lender will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with a signed Borrowing Base Certificate on a specified the third Business Day of each week or on such other day of the week as Borrowers and Lender may agree (such day to be mutually agreeable to Borrowers and Lender (such date shall be is referred to herein as the “Settlement "Funding Date”", whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan on ) and thereafter from time to time until the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “next Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from availability based upon the Borrowing Base an amount equal determined as of the Download Date immediately preceding such Funding Date and without giving effect to all fees, Expenses, principal, interest any new Accounts created or other amounts due and payable to Lender hereunder, and paydowns on the Loans made since such deduction shall be deemed to be a Revolving Loan and an Advance hereunderDownload Date.
(b) Not later than 11:00 A.M. AM (Eastern Time) two three (23) Business Days prior to each Settlement Funding Date (“"Download Date”"), Borrowers will deliver to the Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by the Lender to enable the Lender to process and value the outstanding Accounts of BorrowersBorrowers on Lender's Value Track System, as well as xxxx and bill xxx collect such Accounts following an Event of Default (“"Accounts Detail File”"). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 11:00 A.M. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b2.2(b) hereto (a “"Borrowing Base Report”").
(c) On the Funding Date, Borrowers will sign and return the Borrowing Base Report to Lender. If Borrowers request are requesting that a Revolving Loan be made on any date other than the Settlement such Funding Date, Borrowers shall also deliver to Lender an executed Lender, concurrently with the Borrowing Base Report and Report, a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c2.2(c) hereto (a “"Loan Request”"). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders Lender may rely on Borrowers signatures any Borrower's signature by facsimile, which shall be legally binding upon Borrowers.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. (Eastern Time) 11:00 A.M. on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. 11:00 A.M. (Eastern Time)) to Borrowers a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(e) Lender’s 's determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Staff Builders Inc /De/)
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender LENDER will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with BORROWERS once a signed Borrowing Base Certificate week, on a specified Business Day of each week (such day to be mutually agreeable to Borrowers BORROWERS and Lender LENDER) or on such other day of the week as BORROWERS may request (such date shall be day is referred to herein as the “Settlement Date”"FUNDING DATE", whether or not Borrowers BORROWERS have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan ) and more frequently if requested by BORROWERS so long as there exists sufficient Borrowing Base Excess based on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the most recent Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunderReport.
(b) Not later than 11:00 A.M. a.m. (Eastern Time) two three (23) Business Days prior to each Settlement Funding Date (“Download Date”"DOWNLOAD DATE"), Borrowers BORROWERS will deliver to Lender LENDER the computer file data associated with the Accounts, which shall include include, without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by Lender LENDER to enable Lender LENDER to process and value the outstanding Accounts of BorrowersBORROWERS on LENDER's Value Track System(TM), as well as xxxx bill and collect such Accounts following an Event of Default (“"ACCOUXXX DETAIL FILE"). The computer file data associated with the Accounts Detail File”)shall include information which will enable LENDER to estimate additional unbilled Accounts ("ESTIMATED ADDITIONAL UNBILLED ACCOUNTS") from the Download Date to the day immediately preceding the Funding Date or from the Download Date to any day between such period provided that LENDER is able to ascertain any Estimated Additional Unbilled Accounts from such computer file data. Upon completion of the processing of the data with respect to such Accounts, Lender or its agent LENDER will prepare and deliver to Borrowers BORROWERS by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 11:00 a.m. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), ) a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(bEXHIBIT 2.2(b) hereto (a “Borrowing Base Report”"BORROWING BASE REPORT").
(c) On the Funding Date, BORROWERS will sign and return the Borrowing Base Report to LENDER. If Borrowers request BORROWERS are requesting that a Revolving Loan be made on any date other than the Settlement such Funding Date, Borrowers BORROWERS shall also deliver to Lender an executed LENDER, concurrently with the Borrowing Base Report and Report, a written request for such Revolving Loan substantially in the form of Exhibit 2.02(cEXHIBIT 2.2(c) hereto (a “Loan Request”"LOAN REQUEST"). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. (Eastern Time) on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. (Eastern Time)) to Borrowers a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(e) Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.The
Appears in 1 contract
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with a signed Borrowing Base Certificate Report on a specified Business Day of each week (such day to be mutually agreeable to Borrowers and Lender (such date shall be referred to herein as the “Settlement Date”, whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. 2:00 p.m. (Eastern Time) two (2) Business Days prior to each Settlement Date (“Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 12:00 p.m. (Eastern Time) on the second Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 2:00 p.m. (Eastern Time) on the Download Date, the third Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b) hereto (a “Borrowing Base Report”). No later than 2:00 p.m. (Eastern Time) one (1) Business Day prior to the Settlement Date, Borrowers will deliver to Lender a cash posting file.
(c) If Borrowers request that a Revolving Loan be made on any date other than the Settlement Date, Borrowers shall deliver to Lender an executed Borrowing Base Report and a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c) hereto (a “Loan Request”). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. 3:00 p.m. (Eastern Time) on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. 3:00 p.m. (Eastern Time)) to Borrowers a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(e) Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with a signed Borrowing Base Certificate as requested by Borrower, which may be on a specified daily basis if so requested by Borrower, but not more than once each Business Day of Day, each week (such day to be mutually agreeable to Borrowers and Lender (such date shall be referred to herein as the “Settlement Date”, whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. (Eastern Time) two (2) on a mutually agreeable Business Days prior to Day each Settlement Date calendar week (“Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), ) required by Lender to enable Lender to process and value the outstanding Accounts of BorrowersBorrowers on Lender’s Value Track System™, as well as xxxx bxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 11:00 A.M. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b2.2(b) hereto (a “Borrowing Base Report”).
(c) On the Funding Date, Borrowers will sign and return the Borrowing Base Report to Lender. If Borrowers request are requesting that a Revolving Loan be made on any date other than the Settlement such Funding Date, Borrowers shall also deliver to Lender an executed Lender, concurrently with the Borrowing Base Report and Report, a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c2.2(c) hereto (a “Loan Request”). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. (Eastern Time) 11:00 A.M. on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. 11:00 A.M. (Eastern Time)) to Borrowers a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(e) Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (New York Health Care Inc)
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans Advances to Borrowers upon request. Borrowers shall provide Lender with (i) once a signed Borrowing Base Certificate week, on a specified Business Day of each week (such day to be mutually agreeable to Borrowers and Lender (Lender; such date shall be day is referred to herein as the “Settlement Designated Funding Date”), whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan an Advance to be made on such date, Lender or (ii) on such other Business Day of the week as Borrowers may at request (any time deduct from such requested date of funding, together with the Borrowing Base an amount equal Designated Funding Date, is hereinafter referred to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be as a Revolving Loan and an Advance hereunder“Funding Date”).
(b) Not later than 11:00 A.M. 2:00 P.M. (Eastern Time) two on Wednesday of each week (2or such other day as mutually agreed by Lender and Borrowers) Business Days prior (such day is referred to each Settlement Date (herein as the “Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include include, without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), as well as other information reasonably required by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, Borrowers on Lender’s Value Track System™ (as well as as, following and during the continuation of an Event of Default, to xxxx and collect such Accounts following an Event of Default Accounts) (the “Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 2:00 P.M. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b2.2(b) hereto (a “Borrowing Base Report”).
(c) On each Designated Funding Date, if Borrowers are in agreement with the facts stated in the Borrowing Base Report, Borrowers will sign and return the Borrowing Base Report to Lender. If Borrowers request are requesting that a Revolving Loan an Advance be made on any date other than the Settlement such Designated Funding Date, Borrowers shall also deliver to Lender an executed Lender, concurrently with the Borrowing Base Report and Report, a written request for such Revolving Loan Advance substantially in the form of Exhibit 2.02(c2.2(c) hereto (a an “Loan Advance Request”). The If Borrowers request an Advance on a date other than the Designated Funding Date, Lender shall, upon receipt of the Advance Request, prepare and deliver to Borrowers a revised Borrowing Base Report based upon the most recent Accounts Detail File and Loan Request may be delivered via telecopy Collections received since the immediately preceding Designated Funding Date. Borrowers shall verify and sign such Borrowing Base Report (provided the Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowersare in agreement with the facts stated therein) and return the same to Lender.
(d) Subject to the terms and conditions of this Agreement, if the signed Borrowing Base Report (if applicable) and Loan Advance Request are delivered to Lender before 12:00 3:00 P.M. (Eastern Time) on the applicable Funding Date, Lender will advance shall make an Advance on the such Funding Date (or the next Business Day if the signed Borrowing Base Report and Loan Advance Request are delivered after 12:00 3:00 P.M. (Eastern Time)) to Borrowers a Revolving Loan ), in the an amount equal to the lesser of (i) the amount of the Revolving Loan Advance requested by Borrowers in the Loan applicable Advance Request, or (ii) the Borrowing Base Excess as of such date.
(e) Each Borrowing Base Report and Advance Request may be delivered via telecopy and Borrowers acknowledge that Lender may rely on Borrowers’ signature by facsimile, which shall be legally binding upon Borrowers. In no event will Lender make any Advance on any Funding Date or other date of requested Advances unless Lender shall have received a signed Borrowing Base Report and Advance Request.
(f) Any Advances made by Lender hereunder shall bear interest at the rate applicable to Advances hereunder and under the Revolving Credit Note, shall be treated for all purposes asas Loans hereunder, and shall accrue interest at be secured by all of the same rate applicable to, Revolving LoansCollateral.
(eg) The Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Providence Service Corp)
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans Advances to Borrowers upon request. Borrowers shall provide Lender with a signed Borrowing Base Certificate (i) on a specified Business Day Monday of each week (or such other day as mutually agreed by Borrowers and Lender, but no earlier than three (3) Business Days after the Download Date) (such day to be mutually agreeable to Borrowers and Lender (such date shall be is referred to herein as the “Settlement "Funding Date”", whether or not Borrowers have requested a Revolving Loan an Advance to be made on such date)). , and (ii) any other Business Day prior to the next week's Funding Date, as Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunderrequest.
(b) Not later than 11:00 A.M. 2:00 P.M. (Eastern Time) two on Wednesday of each week (2or such other day as mutually agreed by Lender and Borrowers) Business Days prior (such day is referred to each Settlement Date (“herein as the "Download Date”"), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include include, without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), as well as other information reasonably required by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, Borrowers on Lender's Value Track System(TM) (as well as as, following and during the continuation of an Event of Default, to xxxx and collect such Accounts following an Event of Default Accounts) (“the "Accounts Detail File”"). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 2:00 P.M. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b2.2(b) hereto (a “"Borrowing Base Report”").
(c) If On the Funding Date of each week, if Borrowers request that a Revolving Loan are in agreement with the facts stated in the Borrowing Base Report, Borrowers will sign and return the Borrowing Base Report to Lender. With respect to each Advance to be made on any a date other than the Settlement a Funding Date, Borrowers shall deliver notify Lender by telephone, electronic mail, facsimile or in writing (such notice to Lender be delivered no later than 11:00 a.m. (Eastern Time) if Borrowers desire an executed Advance to be made on the date of such request), specifying the amount and date (which shall be a Business Day) of the proposed Advance; such notice to be confirmed in writing by Borrowers providing to Lender, concurrently with the signed Borrowing Base Report and relating to such Advance, a written request for such Revolving Loan Advance substantially in the form of Exhibit 2.02(c2.2(c) hereto (a “Loan an "Advance Request”"). The Upon receipt of any such request relating to a proposed Advance, Lender shall prepare and deliver to Borrower by no later than 2:00 p.m. (Eastern Time) on the date of Lender's receipt of such request (or if Borrower notified Lender after 11:00 a.m. (Eastern Time) on such date, by 2:00 p.m. (Eastern Time) on the first Business Day following the Lender's receipt of such notice), a revised Borrowing Base Report reconciling the Accounts included in the Borrowing Base for Collections received since the date of the last Borrowing Base Report signed by Borrowers. Borrowers shall verify and Loan Request may be delivered via telecopy sign such Borrowing Base Report (provided the Borrowers are in agreement with the facts stated therein) and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowersreturn the same to Lender.
(d) Subject to the terms and conditions of this Agreement, if the signed Borrowing Base Report (if applicable) and Loan Advance Request are delivered to Lender before 12:00 3:00 P.M. (Eastern Time) on the Funding DateDate or the date of any requested Advance, Lender will advance shall make an Advance on the Funding Date such date (or the next Business Day if the signed Borrowing Base Report and Loan Advance Request are delivered after 12:00 3:00 P.M. (Eastern Time)) to Borrowers a Revolving Loan ), in the an amount equal to the lesser of (i) the amount of the Revolving Loan Advance requested by Borrowers in the Loan applicable Advance Request, or (ii) the Borrowing Base Excess as of such date.
(e) Each Borrowing Base Report and Advance Request may be delivered via telecopy and Borrowers acknowledge that Lender may rely on Borrowers' signature by facsimile, which shall be legally binding upon Borrowers. In no event will Lender make any Advance on any Funding Date or other date of requested Advances unless Lender shall have received a signed Borrowing Base Report and Advance Request.
(f) Any Advances made by Lender hereunder shall bear interest at the rate applicable to Advances hereunder and under the Revolving Credit Note, shall be treated for all purposes asas Loans hereunder, and shall accrue interest at be secured by all of the same rate applicable to, Revolving LoansCollateral.
(eg) The Lender’s 's determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Providence Service Corp)
Funding Procedures. (a) Subject On or following the Availability Date, subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunderremains outstanding, Lender Revolving Lenders will make Revolving Loans to Borrowers upon requestas provided for herein. Borrowers shall provide Lender Administrative Agent with a signed Borrowing Base Certificate Report on a specified Business Day of each week month (such day to be mutually agreeable to Borrowers and Lender (such date shall Administrative Agent and to be referred to herein as the “Settlement Designated Date”, ) whether or not Borrowers have Borrower Representative has requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan to be made on the Settlement Date or any other day of the week (such day along with the Settlement Date are is referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. (Eastern Time) two (2) Business Days prior to each Settlement Date (“Download Date”), Borrowers will deliver to Lender On the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. (Eastern Time) on the second Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. (Eastern Time) on the Download Designated Date, the third Business Day following the Download Date), a report regarding Borrower Representative will sign and return the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b) hereto (a “Borrowing Base Report”).
(c) Report to Administrative Agent. If Borrowers request that a Revolving Loan be made on any date other than the Settlement Designated Date, Borrowers shall deliver to Revolving Lender an executed updated A/R Rollforward on the applicable Funding Date, and Net Availability shall be calculated based on the last Borrowing Base Report signed and a written request for such Revolving Loan substantially in returned to Administrative Agent as required herein, as updated by the form of Exhibit 2.02(c) hereto (a “Loan Request”)A/R Rollforward delivered to Administrative Agent on the applicable Funding Date. The Borrowing Base Report and Loan Request may be delivered via telecopy (or electronic transmission to xxxxxxxxx@xxx.xxx) and Borrowers acknowledge that Lenders Administrative Agent may rely on Borrowers Borrower Representative’s signatures by facsimile, or electronic transmission, as applicable, which shall be legally binding upon Borrowers. If Borrowers are requesting that a Revolving Loan be made on such Funding Date, Borrowers hereby authorize Administrative Agent to make Revolving Loans to Borrowers based upon a telephonic or e-mail request (or, if permitted by Administrative Agent, based upon a request posted on CIT’s StuckyNet web- based loan accounting system) made by an Authorized Officer (each, a “Loan Request”). Each telephonic, e-mail or posted request shall be irrevocable, and Borrowers agree that Borrower Representative shall confirm any telephonic request for a Revolving Loan by sending an e-mail of such request to Administrative Agent by the end of business on the same day that such Revolving Loan is requested. Administrative Agent shall have the right to rely on any telephonic, e-mail or posted request for a Revolving Loan made by anyone purporting to be an officer of Borrower Representative who has been authorized in writing to request Revolving Loans, without further investigation.
(dc) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) A/R Rollforward and Loan Request are delivered to Lender Administrative Agent before 12:00 P.M. 11:00 a.m. (Eastern Time) on the Funding Date, Lender Administrative Agent will advance on the Funding Date (or the next Business Day if the Borrowing Base Report A/R Rollforward and Loan Request are delivered after 12:00 P.M. 11:00 a.m. (Eastern Time)) to Borrowers Borrower Representative a Revolving Loan in the an amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers Borrower Representative in the Loan Request, Request or (ii) the Borrowing Base Excess Net Availability as of such date. Any Advances Revolving Loans made by Lender Administrative Agent hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(ed) LenderAdministrative Agent’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans Advances to Borrowers upon request. Borrowers shall provide Lender with a signed Borrowing Base Certificate (i) on a specified Business Day Monday of each week (or such other day as mutually agreed by Borrowers and Lender, but no earlier than three (3) Business Days after the Download Date) (such day to be mutually agreeable to Borrowers and Lender (such date shall be is referred to herein as the “Settlement Funding Date”, whether or not Borrowers have requested a Revolving Loan an Advance to be made on such date)). , and (ii) any other Business Day prior to the next week’s Funding Date, as Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunderrequest.
(b) Not later than 11:00 A.M. 2:00 P.M. (Eastern Time) two on Wednesday of each week (2or such other day as mutually agreed by Lender and Borrowers) Business Days prior (such day is referred to each Settlement Date (herein as the “Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include include, without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), as well as other information reasonably required by Lender to enable Lender to process and value the outstanding Accounts of Borrowers, Borrowers on Lender’s Value Track System™ (as well as as, following and during the continuation of an Event of Default, to xxxx and collect such Accounts following an Event of Default Accounts) (the “Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 2:00 P.M. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b2.2(b) hereto (a “Borrowing Base Report”).
(c) If On the Funding Date of each week, if Borrowers request that a Revolving Loan are in agreement with the facts stated in the Borrowing Base Report, Borrowers will sign and return the Borrowing Base Report to Lender. With respect to each Advance to be made on any a date other than the Settlement a Funding Date, Borrowers shall deliver notify Lender by telephone, electronic mail, facsimile or in writing (such notice to Lender be delivered no later than 11:00 a.m. (Eastern Time) if Borrowers desire an executed Advance to be made on the date of such request), specifying the amount and date (which shall be a Business Day) of the proposed Advance; such notice to be confirmed in writing by Borrowers providing to Lender, concurrently with the signed Borrowing Base Report and relating to such Advance, a written request for such Revolving Loan Advance substantially in the form of Exhibit 2.02(c2.2(c) hereto (a an “Loan Advance Request”). The Upon receipt of any such request relating to a proposed Advance, Lender shall prepare and deliver to Borrower by no later than 2:00 p.m. (Eastern Time) on the date of Lender’s receipt of such request (or if Borrower notified Lender after 11:00 a.m. (Eastern Time) on such date, by 2:00 p.m. (Eastern Time) on the first Business Day following the Lender’s receipt of such notice), a revised Borrowing Base Report reconciling the Accounts included in the Borrowing Base for Collections received since the date of the last Borrowing Base Report signed by Borrowers. Borrowers shall verify and Loan Request may be delivered via telecopy sign such Borrowing Base Report (provided the Borrowers are in agreement with the facts stated therein) and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowersreturn the same to Lender.
(d) Subject to the terms and conditions of this Agreement, if the signed Borrowing Base Report (if applicable) and Loan Advance Request are delivered to Lender before 12:00 3:00 P.M. (Eastern Time) on the Funding DateDate or the date of any requested Advance, Lender will advance shall make an Advance on the Funding Date such date (or the next Business Day if the signed Borrowing Base Report and Loan Advance Request are delivered after 12:00 3:00 P.M. (Eastern Time)) to Borrowers a Revolving Loan ), in the an amount equal to the lesser of (i) the amount of the Revolving Loan Advance requested by Borrowers in the Loan applicable Advance Request, or (ii) the Borrowing Base Excess as of such date.
(e) Each Borrowing Base Report and Advance Request may be delivered via telecopy and Borrowers acknowledge that Lender may rely on Borrowers’ signature by facsimile, which shall be legally binding upon Borrowers. In no event will Lender make any Advance on any Funding Date or other date of requested Advances unless Lender shall have received a signed Borrowing Base Report and Advance Request.
(f) Any Advances made by Lender hereunder shall bear interest at the rate applicable to Advances hereunder and under the Revolving Credit Note, shall be treated for all purposes asas Loans hereunder, and shall accrue interest at be secured by all of the same rate applicable to, Revolving LoansCollateral.
(eg) The Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
Appears in 1 contract
Samples: Loan and Security Agreement (Providence Service Corp)
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Credit Loans to Borrowers upon request. Borrowers shall provide Lender with once a signed Borrowing Base Certificate week, on a specified Business Day of each week (such day to be mutually agreeable to Borrowers and Lender Lender) or on such other day of the week as Borrowers may request (such date shall be day is referred to herein as the “Settlement Funding Date”, whether or not Borrowers have requested a Revolving Credit Loan to be made on such date)). Borrowers may request a Revolving Loan on the Settlement Date or any other day of the week (such day along with the Settlement Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder.
(b) Not later than 11:00 A.M. (Eastern Time) two three (23) Business Days prior to each Settlement Funding Date (“Download Date”), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), required by Lender to enable Lender to process and value the outstanding Accounts of BorrowersBorrowers on Lender’s Value Track SystemTM, as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 11:00 A.M. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(b2.2(b) hereto (a “Borrowing Base Report”).
(c) On the Funding Date, Borrowers will sign and return the Borrowing Base Report to Lender. If Borrowers request are requesting that a Revolving Credit Loan be made on any date other than the Settlement such Funding Date, Borrowers shall also deliver to Lender an executed Lender, concurrently with the Borrowing Base Report and Report, a written request for such Revolving Loan substantially in the form of Exhibit 2.02(c2.2(c) hereto (a “Loan Request”). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. (Eastern Time) 11:00 A.M. on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. 11:00 A.M. (Eastern Time)) to Borrowers a Revolving Credit Loan in the amount equal to the lesser of (i) the amount of the Revolving Credit Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder (other than the Term Loan) shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Credit Loans.
(e) Lender’s determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
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Samples: Loan and Security Agreement (Healthessentials Solutions Inc)
Funding Procedures. (a) Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Lender will make Revolving Loans to Borrowers upon request. Borrowers shall provide Lender with once a signed Borrowing Base Certificate week, on a specified Business Day of each week (such day to be mutually agreeable to Borrowers and Lender (such date shall be referred to herein as the “Settlement Date”, "DESIGNATED FUNDING DATE") whether or not Borrowers have requested a Revolving Loan to be made on such date)). Borrowers may request a Revolving Loan date or on the Settlement Date or any such other day of the week (as Borrowers may request such day along with the Settlement Designated Funding Date are referred to herein as the “Funding Date”). Whether or not Borrowers have requested a Revolving Loan to be made on such date, Lender may at any time deduct from the Borrowing Base an amount equal to all fees, Expenses, principal, interest or other amounts due and payable to Lender hereunder, and such deduction shall be deemed to be a Revolving Loan and an Advance hereunder"FUNDING DATE".
(b) Not later than 11:00 A.M. (Eastern Time) two three (23) Business Days prior to each Settlement Designated Funding Date (“Download Date”"DOWNLOAD DATE"), Borrowers will deliver to Lender the computer file data associated with the Accounts, which shall include without limitation, the information (including changes in the Obligor reimbursement rates and changes in federal or state laws or regulations affecting payment for medical services), ) required by Lender to enable Lender to process and value the outstanding Accounts of BorrowersBorrowers on Lender's Value Track System(TM), as well as xxxx and collect such Accounts following an Event of Default (“Accounts Detail File”"ACCOUNTS DETAIL FILE"). Upon completion of the processing of the data with respect to such Accounts, Lender or its agent will prepare and deliver to Borrowers by no later than 10:00 A.M. 5:00 p.m. (Eastern Time) on the second first Business Day following the Download Date (or if such Accounts Detail File is not delivered until after 1:00 P.M. 11:00 A.M. (Eastern Time) on the Download Date, the third second Business Day following the Download Date), a report regarding the Borrowing Base then in effect, which shall be substantially in the form of Exhibit 2.02(bEXHIBIT 2.2(b) hereto (a “Borrowing Base Report”"BORROWING BASE REPORT").
(c) On the Funding Date, Borrowers will sign and return the Borrowing Base Report to Lender. If Borrowers request are requesting that a Revolving Loan be made on any date other than the Settlement such Funding Date, Borrowers shall also deliver to Lender an executed Lender, concurrently with the Borrowing Base Report and Report, a written request for such Revolving Loan substantially in the form of Exhibit 2.02(cEXHIBIT 2.2(c) hereto (a “Loan Request”"LOAN REQUEST"). The Borrowing Base Report and Loan Request may be delivered via telecopy and Borrowers acknowledge that Lenders may rely on Borrowers signatures by facsimile, which shall be legally binding upon Borrowers.
(d) Subject to the terms and conditions of this Agreement, if the Borrowing Base Report (if applicable) and Loan Request are delivered to Lender before 12:00 P.M. (Eastern Time) 11:00 A.M. on the Funding Date, Lender will advance on the Funding Date (or the next Business Day if the Borrowing Base Report and Loan Request are delivered after 12:00 P.M. 11:00 A.M. (Eastern Time)) to Borrowers a Revolving Loan in the amount equal to the lesser of (i) the amount of the Revolving Loan requested by Borrowers in the Loan Request, or (ii) the Borrowing Base Excess as of such date. Any Advances made by Lender hereunder shall be treated for all purposes as, and shall accrue interest at the same rate applicable to, Revolving Loans.
(e) Lender’s 's determination of the Estimated Net Value of the Eligible Accounts and other amounts to be determined or calculated under this Agreement shall, in the absence of manifest error, be binding and conclusive.
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