Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account.
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago New York City time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying in the case of each Purchase by a Conduit Purchaser and in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (ii) 10:00 a.m. (New York City time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request request, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller will automatically be deemed to have requested may request such Ratable Share of the Incremental Purchase from be made by the Related Bank Committed Purchasers of such Conduit PurchaserPurchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Ratable Share of an Incremental Purchase is requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount its Ratable Share of such Incremental Purchase by no later than 12:00 noon (New York City time) on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Ratable Share of an Incremental Purchase is requested from the Related Bank Committed Purchasers of such Conduit Purchaserfor a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Committed Purchaser for a Purchaser Group shall transfer its the applicable Purchaser Group's Ratable Share of the requested Purchase Amount (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago New York City time) on the Purchase Date. Each Purchaser The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to delivered into the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account.
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Incremental Purchases. In order Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least one (1) Business Day’s (or, in the case of a request for an Incremental Purchase from a Purchaserto be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, the Seller must provide to the Agent and each Purchaser Agent an irrevocable seven (7) days’) prior written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be notice in a minimum amount form set forth as Exhibit II‑A hereto of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum each Incremental Purchase Amount(a “Purchase Notice”). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser; provided, in its sole discretionthat, determines not with respect to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such any Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase is requested of the contents of such request. If a Conduit Purchaser determinesfunded with Tranche Funded Commercial Paper), in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York time). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the aggregate requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase Price (which shall not be less than $5,000,000) and date of purchase, (b) in the Seller shall automatically be deemed to have requested the case of an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the Related Bank Commercial Paper Purchase Groups will determine whether the Conduit Purchasers of such in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. In the event that a Purchase Group has more than one Conduit Purchaser, subject the related Managing Agent may allocate the related Purchase Group Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Commercial Paper Purchase Group decline to Section 7.2 participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the other terms and conditions hereofPurchase Notice in its entirety or, each Related Bank Purchaser shall transfer its Ratable in the absence of such a cancellation, the applicable Purchase Group Share of the requested Incremental Purchase Amount into shall be made by the related Committed Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental Purchase (other than to the extent that the proceeds of such Incremental Purchase are being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), upon satisfaction of the applicable Purchaser Agent's Account conditions precedent set forth in Article VI, the applicable Purchasers in each Purchase Group shall initiate a wire transfer of immediately available funds to the account specified by Seller, no later than 12:00 noon (Chicago New York time) on ), in an aggregate amount equal to such Purchase Group’s Purchase Group Share of the Purchase DatePrice for such Incremental Purchase. Each Purchaser Agent In no event shall transfer the Purchasers be obligated to the make more than fifteen (15) Incremental Purchases requested by Seller Account the proceeds of during any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Accountcalendar month.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Marathon Petroleum Corp)
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide Subject to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Bank Purchaser shall transfer its Ratable Share Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Amount into Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent's Account by no later than 12:00 noon (Chicago time) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Purchaser Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall transfer to purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the Seller Account same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the proceeds minimum amount of any Incremental a Reimbursement Purchase to shall be $1,000,000 and (iii) the extent of funds actually received Purchase Notice shall be delivered by such Purchaser Agent in such Purchaser the Administrative Agent's Account.
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three one Business Days Day before the requested date (the "“Purchase Date") of such PurchasePurchase (each, an “Incremental Purchase Request"), specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "“Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested may request such Ratable Share of the Incremental Purchase from the Related Bank Purchasers Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's ’s Account the amount of such Incremental Purchase on the requested Purchase Date. If a such Conduit Purchaser refuses to make a requested Purchase and the Seller shall automatically be deemed to have requested requests the Incremental Purchase from the Related Bank Purchasers of Liquidity Providers one Business Day before such Conduit Purchaserrequested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser Liquidity Provider shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (which in no event will be earlier than one Business Day after such request is made to the Related Liquidity Providers). Each Purchaser Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in prior to 12:00 noon on such Purchaser Agent's Accountday.
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three two Business Days before the requested date (the "Purchase Date") of such Purchase, specifying in the case of each Purchase by Windmill, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as Windmill shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All An Incremental Purchases must Purchase may only be requested ratably from all Conduit Purchasers Windmill unless upon such request a Conduit PurchaserWindmill, in its sole discretion, determines not to make its Ratable Share of the requested such Incremental Purchase, in which case the Seller will automatically be deemed to have requested may request such Incremental Purchase from the Related Bank Purchasers of such Conduit PurchaserCommitted Purchasers. Each Purchaser The Agent shall promptly notify the related Purchasers contents of any such request to each Purchaser from which a the Purchase is requested of the contents of such requestrequested. If a Conduit Purchaser Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, such Conduit Purchaser Windmill shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase Amount (or portion thereof) on the requested Purchase Date. If a Conduit Purchaser refuses Windmill determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller shall automatically be deemed to have requested requests the Incremental Purchase from the Related Bank Committed Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Amount not funded by Windmill into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (which, in the case of a Purchase that is to accrue Discount at the Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). Each Purchaser The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to delivered into the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account.
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, The Seller shall provide the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request in a form set forth as Exhibit II hereto of each Incremental Purchase (including each, a "Purchase Notice") by telecopier or other facsimile communication(i) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three two Business Days before the requested date (the "Purchase Date") of such Purchase, specifying in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such PurchasePrice, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all If the Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make all or any portion of the requested Purchase, such the Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase Price (or portion thereof) on the requested Purchase Date. If a the Conduit Purchaser refuses determines, in its sole discretion, not to make all or any portion of a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereofPurchase, each Related Bank Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Amount Price not funded by the Conduit into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be earlier than three Business Days after such request is made to the Committed Purchasers). Each Purchaser The Agent shall transfer to the Seller Facility Account the proceeds of any Incremental Purchase to delivered into the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account. No Incremental Purchase shall be made if after giving effect to the payment of the Purchase Price, the Aggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.
Appears in 1 contract
Incremental Purchases. In order (a) Since the Funding Date, the Purchaser has been obligated, and from and after the Effectiveness Date, the Purchaser shall be obligated, to request make Incremental Purchases from time to time until the Purchase Commitment Expiration Date, upon satisfaction, as of the applicable Incremental Purchase Date, of each of the following conditions (the "Incremental Purchase Conditions"):
(i) the Outstanding Amount of the Notes shall have been increased in accordance with Section 2.03 of the Indenture;
(ii) The Administrative Agent shall have received a completed Notice of Incremental Purchase by 2:00 p.m., New York City time, on the Business Day immediately preceding such Incremental Purchase Date (or if any such Notice is received after 2:00 p.m., the related Incremental Purchase shall occur on the second Business Day following such receipt);
(iii) the Administrative Agent shall have received copies of all settlement statements and all reports required to be delivered by Servicer to ▇▇▇▇▇▇ Guaranty Trust Company of New York pursuant to Article III of the Sale and Servicing Agreement;
(iv) Each of the representations and warranties of the Seller, the Owner Trustee, AFL, ARFC II and the General Partner, as applicable, made in the Sale and Servicing Agreement, the Administration Agreement, the Purchase Agreement, each Assignment Agreement, each Transfer Agreement, the Trust Agreement, the Indenture and this Note Purchase Agreement shall be true and correct in all material respects as of the applicable Incremental Purchase Date (except to the extent they expressly relate to an earlier or later time);
(v) All of the conditions for transferring Receivables and other property to the Trust specified in Section 2.1(b)(1) of the Sale and Servicing Agreement shall have been satisfied;
(vi) The Seller, the Owner Trustee, the General Partner, AFL and ARFC II shall be in compliance with all of their respective covenants contained in the Trust Agreement, the Sale and Servicing Agreement, the Purchase Agreement, each Assignment Agreement, each Transfer Agreement, the Indenture and this Note Purchase Agreement;
(vii) No Note Purchase Termination Event, or event which with the giving of notice or passage of time could become a Note Purchase Termination Event, shall have occurred;
(viii) The Maximum Purchases of the DFC Purchasers under the DFC Asset Purchase Agreement and the credit and/or liquidity coverage committed under the Program Facilities shall be in the amounts required to maintain the then-current ratings of the Purchaser's Notes; and
(ix) the aggregate Certificate Balance of the Investor Certificates shall equal at least twelve (12) percent of the sum of the Facility Balance.
(b) Each Incremental Purchase shall be requested in a minimum aggregate principal amount of $5,000,000; PROVIDED, that an Incremental Purchase from a may be requested in such lesser amount as remains available under the Purchaser's Purchase Commitment.
(c) The Purchaser shall not be required to make any Incremental Purchase if, after giving effect to such funding, the Seller must provide Outstanding Amount of the Notes will exceed the Purchaser's Purchase Commitment.
(d) The purchase price of each Incremental Purchase shall be equal to 100% of the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially increase in the form Outstanding Amount of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date Notes (the "Purchase DatePrice") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account.
Appears in 1 contract
Incremental Purchases. In order (a) Subject to the terms and conditions hereof, NSFC may from time to time on and after the Closing Date to but excluding the Termination Date at its option sell to the Buyers, and the Buyers agree to purchase (an "Incremental Purchase") from NSFC for the purchase price (the "Purchase Price") set forth in the Purchase Notice for such Incremental Purchase, undivided percentage ownership interests in each and every Receivable (including any additional Receivables thereafter purchased by NSFC through the close of business on the Final Purchase Date under the Purchase and Sale Agreement), together with the Related Security, Collections and other proceeds with respect thereto; provided that the Buyers shall have no obligation to make an Incremental Purchase for a Purchase Price in excess of the Available Commitment; provided further that no Incremental Purchases may be made during a Ratings Suspension Period. The Purchase Price for an Incremental Purchase shall be paid in the form of Dollars or through the issuance of new Letters of Credit (but not including the renewal or extension of outstanding Letters of Credit) by the Issuing Bank and participation therein by the Buyers or, on the Closing Date, through the deemed issuance of Letters of Credit outstanding under the Existing Credit Facilities contemplated by Section 2.02A. Each Incremental Purchase (i) in which the related Purchase Price is payable in Dollars shall be in an amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, (ii) in which the related Purchase Price is payable through the issuance of Letters of Credit shall be in an amount of at least $100,000 and (iii) in which the related Purchase Price is payable in a combination of Dollars and through the issuance of Letters of Credit shall be allocated to Dollars in an amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof and shall be allocated to Letters of Credit in an amount of at least $100,000; provided that if at the time of any Incremental Purchase the then Available Commitment is less than the minimum amount required pursuant to clause (i), (ii) or (iii), as applicable, NSFC may request an Incremental Purchase from for a Purchaser, the Seller must provide Purchase Price equal to the Agent and each Purchaser Agent an irrevocable written request Available Commitment. Each Buyer's obligation to make purchases (including through its participation in Letters of Credit) hereunder is ratable in the proportion its Commitment bears to the total Commitments and is several and not joint, and the failure of any Buyer to perform any of its obligations hereunder shall not require the performance of such obligations by telecopier either Agent or any other facsimile communicationBuyer.
(b) NSFC shall provide the Administrative Agent with a notice substantially in the form of Exhibit A, by 10:00 a.m. B hereto (Chicago timea "Purchase Notice") prior to each Incremental Purchase at the time specified in Section 2.03 for delivery of the appropriate Yield Accrual Period Selection Notice in the case of an Incremental Purchase for which the Purchase Price is to be in Dollars and at least three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, prior to an amount equal to the Maximum Incremental Purchase Amount)for which the Purchase Price is to be through the issuance of Letters of Credit. All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of Each Purchase Notice shall specify whether the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested Purchase Price for such Incremental Purchase from to be in Dollars or through the Related Bank Purchasers issuance of Letters of Credit or a combination thereof. Upon receipt of such Conduit Purchaser. Each Purchaser Purchase Notice, the Administrative Agent shall promptly notify the related Purchasers from which provide each Buyer with a copy of such Purchase is requested Notice, and advise it of its ratable share of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of Purchase Price for such Incremental Purchase on the requested Purchase DatePurchase. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no Not later than 12:00 noon Noon (Chicago New York City time) on the Purchase Date. Each Purchaser Agent shall transfer to the Seller Account the proceeds day of any Incremental Purchase for which NSFC has requested all or part of the Purchase Price to be paid in Dollars, each Buyer shall make available its pro rata share of the Dollar portion of the Purchase Price for such Incremental Purchase to the extent of funds actually Administrative Agent. The amount so received by the Administrative Agent shall be deposited to NSFC's account as notified by NSFC in immediately available funds. If NSFC has requested all or part of the Purchase Price for an Incremental Purchase to be paid through the issuance of Letters of Credit, such Purchaser Agent in such Purchaser Agent's Accountconsideration shall be delivered pursuant to Section 2.02A hereof. Each Purchase Notice shall be irrevocable and binding on NSFC when delivered to the Buyers.
Appears in 1 contract
Sources: Receivables Purchase Agreement (National Steel Corp)
Incremental Purchases. In order to request an Incremental Purchase from a PurchaserPurchaser (including any Incremental Purchase the proceeds of which will be used to make a Repurchase from any Purchaser pursuant to Section 1.9), the Seller must provide to such Purchaser or, if applicable, the Agent and each related Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "“Purchase Date"”) of such Purchase, specifying (i) the requested Purchase Date (which must be a Business Day), (ii) and the requested amount (the "“Purchase Amount"”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon ) and such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of ’s Percentage Factor which shall exist immediately following the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers consummation of such Conduit Purchasersale. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit portion of an Incremental Purchase is requested from an Uncommitted Purchaser and such Uncommitted Purchaser determines, in its sole discretion, to make the requested portion of such Incremental Purchase, such Conduit Uncommitted Purchaser shall transfer to the applicable Purchaser Agent's ’s Account the amount of such Incremental its requested Purchase Amount by no later than 12:00 noon (Chicago time) on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the portion of an Incremental Purchase is requested from a Committed Purchaser or the Related Bank Purchasers of such Conduit Purchaserfor a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, each such Committed Purchaser or such Related Bank Purchasers for a Purchaser Group shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser The Agent shall promptly transfer to the Seller Account the proceeds of any Incremental Purchase to delivered into the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's ’s Account.
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "“Purchase Date"”) of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "“Purchase Amount"”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must may only be requested ratably from all the Conduit Purchasers in each Purchaser Group unless upon such request Purchaser Group does not include a Conduit Purchaser or a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the requested Seller’s request for an Incremental Purchase), in which case the Seller will automatically be deemed to have requested may request such Incremental Purchase from the Related Bank Purchasers of for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Seller’s Account the its Ratable Share amount of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested requests the Incremental Purchase from the Related Bank Purchasers of for such Conduit PurchaserPurchaser under the circumstances permitted herein three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share of the requested such Purchase Amount into the applicable Purchaser Agent's Seller’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser Agent shall transfer Date (which in no event will be earlier than three Business Days after such request is made to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's AccountRelated Bank Purchasers).
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "“Purchase Date"”) of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "“Purchase Amount"”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless unless, upon such request request, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's ’s Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's ’s Account.
Appears in 1 contract
Incremental Purchases. In order to request The Seller shall provide each Administrator with at least three Business Days' prior notice in a form set forth as Exhibit D hereto of each Incremental Purchase (a "Purchase Notice"). Except as set forth below, each Purchase Notice shall be irrevocable and shall specify the requested increase in the aggregate Investment outstanding hereunder (which shall not be less than $10,000,000) and date of purchase (which, in the case of any Incremental Purchase (after the initial purchase hereunder), may be on any Business Day) and, in the case of an Incremental Purchase from which is to be funded by the Committed Purchasers (which Incremental Purchase shall be so funded in the event of a PurchaserConduit Refusal (as defined hereinbelow), provided the Seller does not cancel the Purchase Notice) the requested Alternative Rate. Following receipt of a Purchase Notice, each Administrator will determine whether the Conduit Purchaser in its Related Group agrees to make the portion of the Incremental Purchase to be made by its Related Group. Each Administrator shall, on or prior to the proposed date of purchase, notify the Seller if its Conduit Purchaser declines to make the portion of the Incremental Purchase to be made by its Related Group (a "Conduit Refusal"), and, in such event, the Seller must provide may cancel the Purchase Notice or, in the absence of such a cancellation, such portion of the Purchase shall be made by the Committed Purchasers in such Related Group. Unless it is notified of a Conduit Refusal on or prior to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form date of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Seller shall be entitled to assume that the portion of the Purchase Date contemplated in such Purchase Notice shall be made by the Conduit Purchasers in such Administrator's Related Group. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, the Conduit Purchasers (which must be or if a Business Day) Conduit Refusal has occurred and the requested amount Purchase Notice has not been canceled, the Committed Purchasers) participating in such Incremental Purchase shall deposit to the Seller's account at SunTrust Bank, Atlanta, Account Number 8800428503, ABA Number 0610▇▇▇▇▇, ▇▇ immediately available funds, no later than 4:30 p.m. (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if lessNew York time), an amount equal to (i) in the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request case of a Conduit Purchaser, the portion of the increase in the aggregate Investment which is to be funded by its sole discretionRelated Group (which portion shall be determined based on the ratio which the Related Group Limit for such Related Group bears to the aggregate of the Related Group Limits for all Related Groups hereunder) or (ii) in the case of a Committed Purchaser, determines not to make its Ratable such Committed Purchaser's Pro Rata Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested portion of the contents of such request. If a Conduit Purchaser determines, increase in the aggregate Investment which is to be funded by its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's AccountGroup.
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three one Business Days Day before the requested date (the "“Purchase Date"”) of such PurchasePurchase (each, an “Incremental Purchase Request”), specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "“Purchase Amount"”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested may request such Ratable Share of the Incremental Purchase from the Related Bank Purchasers Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's ’s Account the amount of such Incremental Purchase on the requested Purchase Date. If a such Conduit Purchaser refuses to make a requested Purchase and the Seller shall automatically be deemed to have requested requests the Incremental Purchase from the Related Bank Purchasers of Liquidity Providers one Business Day before such Conduit Purchaserrequested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser Liquidity Provider shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's ’s Account by no later than 12:00 noon (Chicago time) on the Purchase DateDate (which in no event will be earlier than one Business Day after such request is made to the Related Liquidity Providers). Each Purchaser Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in prior to 12:00 noon on such Purchaser Agent's Accountday.
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All An Incremental Purchases must Purchase may only be requested ratably from all Conduit Purchasers Windmill unless upon such request a Conduit PurchaserWindmill, in its sole discretion, determines not to make its Ratable Share of the requested such Incremental Purchase, Purchase in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit PurchaserCommitted Purchasers. Each Purchaser The Agent shall promptly notify the related Purchasers contents of any such request to each Purchaser from which a the Purchase is requested of the contents of such requestrequested. If a Conduit Purchaser Windmill determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser Windmill shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser Windmill refuses to make a requested Purchase Purchase, the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Committed Purchasers of (which such Conduit Purchaserrequest may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Committed Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser The Agent shall transfer to the Seller Designated Account the proceeds of any Incremental Purchase to delivered into the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account. Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase prior to January 3, 2000.
(d) Section 1.3 of the Sale Agreement is hereby deleted and replaced with the following:
Appears in 1 contract
Incremental Purchases. In order Seller shall provide the Administrative Agent (and the Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least one (1) Business Day’s (or, in the case of a request for an Incremental Purchase from a Purchaserto be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, the Seller must provide to the Agent and each Purchaser Agent an irrevocable seven (7) days’) prior written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be notice in a minimum amount form set forth as Exhibit II-A hereto of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum each Incremental Purchase Amount(a “Purchase Notice”). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser; provided, in its sole discretionthat, determines not with respect to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such any Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase is requested of the contents of such request. If a Conduit Purchaser determinesfunded with Tranche Funded Commercial Paper), in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York time). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the aggregate requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase Price (which shall not be less than $5,000,000) and date of purchase, (b) in the Seller shall automatically be deemed to have requested the case of an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the Related Bank Commercial Paper Purchase Groups will determine whether the Conduit Purchasers of such in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. In the event that a Purchase Group has more than one Conduit Purchaser, subject the related Managing Agent may allocate the related Purchase Group Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Commercial Paper Purchase Group decline to Section 7.2 participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the other terms and conditions hereofPurchase Notice in its entirety or, each Related Bank Purchaser shall transfer its Ratable in the absence of such a cancellation, the applicable Purchase Group Share of the requested Incremental Purchase Amount into shall be made by the related Committed Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental Purchase (other than to the extent that the proceeds of such Incremental Purchase are being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), upon satisfaction of the applicable Purchaser Agent's Account conditions precedent set forth in Article VI, the applicable Purchasers in each Purchase Group shall initiate a wire transfer of immediately available funds to the account specified by Seller, no later than 12:00 noon (Chicago New York time) on ), in an aggregate amount equal to such Purchase Group’s Purchase Group Share of the Purchase DatePrice for such Incremental Purchase. Each Purchaser Agent In no event shall transfer the Purchasers be obligated to the make more than fifteen (15) Incremental Purchases requested by Seller Account the proceeds of during any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Accountcalendar month.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Marathon Petroleum Corp)
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "“Purchase Date"”) of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "“Purchase Amount"”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must may only be requested ratably from all the Conduit Purchasers unless upon such request in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the requested Seller’s request for an Incremental Purchase), in which case the Seller will automatically be deemed to have requested may request such Incremental Purchase from the Related Bank Purchasers of for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Seller’s Account the its Ratable Share amount of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase and the Seller shall automatically be deemed to have requested requests the Incremental Purchase from the Related Bank Purchasers of for such Conduit PurchaserPurchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share of the requested such Purchase Amount into the applicable Purchaser Agent's Seller’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser Agent shall transfer Date (which in no event will be earlier than three Business Days after such request is made to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's AccountRelated Bank Purchasers).
Appears in 1 contract
Incremental Purchases. In order to request an (a) Except for the initial Incremental Purchase from a Purchaseron or after the date of this Agreement, the Seller must shall provide to the Agent and the Co-Agent with at least two (2) Business Days’ prior written notice in a form set forth as Exhibit II hereto of each Purchaser Agent an Incremental Purchase (each, a “Purchase Notice”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying and shall specify the requested Purchase Date Price (which must shall not be less than US$2,000,000 or a Business Day) larger integral multiple of US$500,000), the amounts corresponding to Wachovia’s and CIT/BC’s respective Funding Percentages of such Purchase Price and the requested amount Purchase Date.
(b) [Intentionally deleted].
(c) On each Purchase Date, upon satisfaction of the "Purchase Amount"applicable conditions precedent set forth in Article VI, (i) of such PurchaseWachovia shall deposit to the Facility Account, which must be in a minimum amount of $1,000,000 and multiples thereof immediately available funds, no later than 2:00 p.m. (or, if lessNew York time), an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share Funding Percentage of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental aggregate Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested Price of the contents of such request. If a Conduit Purchaser determinesoffered Receivable Interests, in its sole discretion, to make the requested Purchase, such Conduit Purchaser and (ii) CIT/BC shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit PurchaserFacility Account, subject to Section 7.2 and the other terms and conditions hereofin immediately available funds, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon 2:00 p.m. (Chicago New York time) ), an amount equal to CIT/BC’s Funding Percentage of the aggregate Purchase Price of the offered Receivable Interests. Notwithstanding the foregoing, on the Closing Date, CIT/BC shall fund such percentage of the initial Purchase Date. Each Purchaser Agent shall transfer so that, after giving effect thereto and to the Seller Account application of the proceeds thereof, CIT/BC’s Invested Amount, on the one hand, and Wachovia’s Invested Amount, on the other hand, will equal their respective Funding Percentages of any Incremental Purchase to the extent Aggregate Invested Amount.
(d) The Commitments of funds actually received by such Purchaser Agent in such Purchaser Agent's Accounteach of the Committed Purchasers shall be several and not joint.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Wolverine Tube Inc)
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 11:00 a.m. (Chicago Atlanta time) three two Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 500,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must may only be requested ratably from all the Conduit Purchasers unless upon such request in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the requested Seller's request for an Incremental Purchase), in which case the Seller will automatically be deemed to have requested shall request such Incremental Purchase from the Related Bank Purchasers of for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase is requested from a Conduit Purchaser, unless such Conduit Purchaser determinesor its Purchaser Agent has notified the Agent, in accordance with this Section 1.1(c), that it has determined, in its sole discretion, not to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser AgentSeller's Account the its Ratable Share amount of such Incremental Purchase by no later than 1:00 p.m. (Atlanta time) on the requested Purchase Date. If a Conduit Purchaser or its Purchaser Agent has notified the Agent that it refuses to make a requested Purchase and the Seller shall automatically be deemed to have requested requests the Incremental Purchase from the Related Bank Purchasers of for such Conduit PurchaserPurchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each such Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group's Ratable Share of the requested such Purchase Amount into the applicable Purchaser AgentSeller's Account by no later than 12:00 noon 1:00 p.m. (Chicago Atlanta time) on the Purchase Date. Each Purchaser Agent shall transfer Date (which in no event will be earlier than three Business Days after such request is made to the Seller Account the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's AccountCommitted Purchasers).
Appears in 1 contract
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested may request such Ratable Share of the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a such Conduit Purchaser refuses to make a requested Purchase and the Seller shall automatically be deemed to have requested requests the Incremental Purchase from the Related Bank Purchasers of three Business Days before such Conduit Purchaserrequested Purchase, subject to Section 7.2 and the other terms and conditions hereof, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 12:00 noon 11:00 a.m. (Chicago time) on the Purchase DateDate (which in no event will be earlier than three Business Days after such request is made to the Related Bank Purchasers). Each Purchaser Agent shall transfer to the Seller Account prior to 1:00 p.m. on such day the proceeds of any Incremental Purchase to the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's AccountAccount prior to 11:00 a.m. on such day.
Appears in 1 contract
Sources: Receivables Sale Agreement (Swift Transportation Co Inc)
Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase DatePURCHASE DATE") of such Purchase, specifying in the case of each Purchase by an Uncommitted Conduit Purchaser and in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the LIBOR Rate and (ii) 10:00 a.m. (Chicago time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as a Conduit Purchaser shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase PURCHASE Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a request, in the case of an Uncommitted Conduit Purchaser, such Uncommitted Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller will automatically may request (which such request may only be deemed to have requested made on and after January 3, 2000) such Ratable Share of the Incremental Purchase from be made by the Related Bank Purchasers of such Uncommitted Conduit PurchaserPurchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Ratable Share of an Incremental Purchase is requested from an Uncommitted Conduit Purchaser and such Uncommitted Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Uncommitted Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount its Ratable Share of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the requested Purchase Date. If a Ratable Share of an Incremental Purchase is requested from a Committed Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from or the Related Bank Purchasers for a Purchaser Group (which such request of such Conduit Purchaserthe Related Bank Purchasers may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, each Committed Conduit Purchaser or the Related Bank Purchasers for a Purchaser Group shall transfer its the applicable Purchaser Group's Ratable Share of the requested Purchase Amount (and, in the case of each Related Bank Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) into the applicable Purchaser Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. Each Purchaser The Agent shall transfer to the Seller Account the proceeds of any Incremental Purchase to delivered into the extent of funds actually received by such Purchaser Agent in such Purchaser Agent's Account. Notwithstanding anything in this Agreement to the contrary, the Committed Purchasers shall have no Commitment to make an Incremental Purchase prior to January 3, 2000.
Appears in 1 contract
Sources: Receivables Sale Agreement (Quebecor World Usa Inc)